S-8

As filed with the Securities and Exchange Commission on April 11. 2014 Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Rally Software Development Corp.

(Exact name of registrant as specified in its charter)

Delaware	84-1597294
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

3333 Walnut Street

Boulder, Colorado 80301

(Address of principal executive offices) (Zip code)

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan, as amended

(Full title of the plan)

Timothy A. Miller

President and Chief Executive Officer

Rally Software Development Corp.

3333 Walnut Street

Boulder, Colorado 80301

(303) 565-2800

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Michael L. Platt

John T. McKenna

Cooley LLP

380 Interlocken Crescent, Suite 900

Broomfield, Colorado 80021

Tel: (720) 566-4000

Fax: (720) 566-4099

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  x (Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.0001 per share
– Reserved for future issuance under the 2013 Equity Incentive Plan	1,239,320	(3)	$	12.38	$	15,342,781.60	$	1,976.15
– Reserved for future issuance under the 2013 Employee Stock Purchase Plan	495,728	(4)	$	12.38	$	6,137,112.64	$	790.46
Total	1,735,048		N/A		$	21,479,894.24	$	2,766.62

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the Registrant’s 2013 Equity Incentive Plan (the “2013 EIP”) or 2013 Employee Stock Purchase Plan, as amended (the “2013 Purchase Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Common Stock.

(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on April 7, 2014.

(3)Represents an automatic increase to the number of shares available for issuance under the 2013 EIP effective February 1, 2014.  Shares available for issuance under the 2013 EIP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2013 (Registration No. 333-187889).

(4)Represents an automatic increase to the number of shares available for issuance under the 2013 Purchase Plan effective February 1, 2014.  Shares available for issuance under the 2013 Purchase Plan were previously registered on a registration statement on Form S-8 filed with the SEC on April 12, 2013 (Registration No. 333-187889).

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Rally Software Development Corp. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 1,239,320 additional shares of common stock under the Registrant’s 2013 Equity Incentive Plan and 495,728 additional shares of common stock under the Registrant’s 2013 Employee Stock Purchase Plan, as amended, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans.  This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the SEC on April 12, 2013 (Registration No. 333-187889).

EXHIBITS

Exhibit Number	Description
4.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
4.2 (2)	Amended and Restated Bylaws of the Registrant.
4.3 (3)	Form of Registrant’s Common Stock Certificate.
5.1	Opinion of Cooley LLP.
23.1	Consent of Cooley LLP (included in Exhibit 5.1).
23.2	Consent of KPMG LLP, independent registered public accounting firm.
24.1	Power of Attorney (included on the signature page of this Form S-8).
99.1(4)	2013 Equity Incentive Plan.
99.2(5)	2013 Employee Stock Purchase Plan, as amended.

(1)           Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35868), filed with the Securities and Exchange Commission on June 13, 2013, and incorporated herein by reference.

(2)           Filed Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35868), filed with the Securities and Exchange Commission on June 13, 2013, and incorporated herein by reference.

(3)           Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-187173), originally filed with the Securities and Exchange Commission on March 11, 2013, and incorporated herein by reference.

(4)           Filed as Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 (File No. 333-187889), filed with the Securities and Exchange Commission on April 12, 2013, and incorporated herein by reference.

(5)           Filed as Exhibit 10.4 to Registrant’s Annual Report on Form 10-K (File No. 001-35868), filed with the Securities and Exchange Commission on April 11, 2014, and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on April 11, 2014.

RALLY SOFTWARE DEVELOPMENT CORP.
By:	/s/ Timothy A. Miller
	Timothy A. Miller
	President and Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy A. Miller and James M. Lejeal, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy A. Miller	President, Chief Executive Officer and Director (Principal Executive Officer)	April 11, 2014
Timothy A. Miller
/s/ James M. Lejeal	Chief Financial Officer and Treasurer (Principal Financial Officer)	April 11, 2014
James M. Lejeal
/s/ Kenneth M. Mesikapp	Chief Accounting Officer, Vice President and Assistant Secretary (Principal Accounting Officer)	April 11, 2014
Kenneth M. Mesikapp
/s/ Thomas F. Bogan	Director	April 11, 2014
Thomas F. Bogan
/s/ Mark T. Carges	Director	April 11, 2014
Mark T. Carges
/s/ Bryan D. Stolle	Director	April 11, 2014
Bryan D. Stolle
/s/ Timothy V. Wolf	Director	April 11, 2014
Timothy V. Wolf

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EXHIBIT INDEX

Exhibit Number	Description
4.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
4.2 (2)	Amended and Restated Bylaws of the Registrant.
4.3 (3)	Form of Registrant’s Common Stock Certificate.
5.1	Opinion of Cooley LLP.
23.1	Consent of Cooley LLP (included in Exhibit 5.1).
23.2	Consent of KPMG LLP, independent registered public accounting firm.
24.1	Power of Attorney (included on the signature page of this Form S-8).
99.1(4)	2013 Equity Incentive Plan.
99.2(5)	2013 Employee Stock Purchase Plan, as amended.

(1)           Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35868), filed with the Securities and Exchange Commission on June 13, 2013, and incorporated herein by reference.

(2)           Filed Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35868), filed with the Securities and Exchange Commission on June 13, 2013, and incorporated herein by reference.

(3)           Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-187173), originally filed with the Securities and Exchange Commission on March 11, 2013, and incorporated herein by reference.

(4)           Filed as Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 (File No. 333-187889), filed with the Securities and Exchange Commission on April 12, 2013, and incorporated herein by reference.

(5)           Filed as Exhibit 10.4 to Registrant’s Annual Report on Form 10-K (File No. 001-35868), filed with the Securities and Exchange Commission on April 11, 2014, and incorporated herein by reference.

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EX-5.1

Exhibit 5.1

Michael L. Platt

T: +1 720 566 4012

mplatt@cooley.com

April 11, 2014

Rally Software Development Corp.

3333 Walnut Street

Boulder, CO  80301

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Rally Software Development Corp., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 1,735,048 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), pursuant to its 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan, as amended (together, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

COOLEY LLP

By:	/s/ Michael L. Platt
Michael L. Platt, Partner

380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023  T: (720) 566-4000  F: (720) 566-4099  WWW.COOLEY.COM

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Rally Software Development Corp.:

We consent to the use of our report dated April 11, 2014, with respect to the consolidated balance sheets of Rally Software Development Corp. as of January 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, common stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2014, incorporated herein by reference.

/s/ KPMG LLP

Boulder, Colorado

April 11, 2014