RALY - Rally Software Development Corp
Form 424B4 Period: APR.12.13 Date Filed: APR.12.13
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  Form 424B4 (Entire Filing)

Filing Body

Page 1: Filed pursuant to Rule 424(b)(4)

Page 2: N/A

Page 3: TABLE OF CONTENTS

Page 4: PROSPECTUS SUMMARY

Page 5: Industry Background and Market Challenges

Page 6: Our Solutions

Page 7: Large, diverse base of enterprise customers.

Page 8: Risks Associated with Our Business

Page 9: THE OFFERING

Page 10: N/A

Page 11: SUMMARY CONSOLIDATED FINANCIAL DATA

Page 12: N/A

Page 13: N/A

Page 14: RISK FACTORS

Page 15: If we are unable to continue to attract new customers, our growth could be slower than we expect.

Page 16: We may not be able to compete successfully against current and future competitors.

Page 17: Prices for our solutions may face downward pressure, harming our operating results.

Page 18: The seasonality of our business can create significant variance in our quarterly bookings, perpetual

Page 19: Security breaches may harm our business.

Page 20: Our success depends on our ability to adapt to technological change and continue to innovate.

Page 21: We could incur substantial costs in protecting our intellectual property from infringement, and any

Page 22: We rely on third-party software that is required for the development and deployment of our solutions

Page 23: N/A

Page 24: Perpetual license revenue is unpredictable and a material increase or decrease in perpetual license

Page 25: Our use of open source software could negatively affect our ability to sell our solutions and subjec

Page 26: We are an "emerging growth company," and any decision on our part to comply with certain reduced dis

Page 27: We may acquire other companies, such as our recent acquisition of Flowdock Oy, a company based in He

Page 28: Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase

Page 29: The market price of our common stock may be volatile, which could result in substantial losses for i

Page 30: If securities or industry analysts do not publish, or cease publishing, research or reports about us

Page 31: Purchasers in this offering will incur immediate and substantial dilution in the book value of their

Page 32: Our management will have broad discretion over the use of the proceeds we receive from this offering

Page 33: SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Page 34: MARKET, INDUSTRY AND OTHER DATA

Page 35: USE OF PROCEEDS

Page 36: CAPITALIZATION

Page 37: N/A

Page 38: DILUTION

Page 39: N/A

Page 40: N/A

Page 41: SELECTED CONSOLIDATED FINANCIAL DATA

Page 42: N/A

Page 43: N/A

Page 44: MANAGEMENT'S DISCUSSION AND ANALYSIS OF

Page 45: Key Metrics

Page 46: Renewal rate.

Page 47: Cost of professional services revenue.

Page 48: Other Income (Expense)

Page 49: Results of Operations

Page 50: Comparison of Fiscal Years Ended January 31, 2011, 2012 and 2013

Page 51: Cost of Revenue

Page 52: Operating Expenses

Page 53: Other (Expense) Income

Page 54: Quarterly Results of Operations

Page 55: Seasonality and Quarterly Trends

Page 56: Liquidity and Capital Resources

Page 57: Components of Liquidity and Capital Resources

Page 58: Investing Activities

Page 59: Contractual Payment Obligations

Page 60: Deferred Revenue.

Page 61: Fair value of our common stock.

Page 62: N/A

Page 63: February 2011.

Page 64: November 2011.

Page 65: July 2012.

Page 66: February 2013 and March 2013.

Page 67: Income Taxes

Page 68: Inflation

Page 69: BUSINESS

Page 70: Industry Background

Page 71: Market Opportunity

Page 72: Limited transparency into large development projects.

Page 73: Enhance collaboration and facilitate rapid feedback.

Page 74: Cloud-based platform and subscription business model.

Page 75: Continue to innovate.

Page 76: Idea Management.

Page 77: Agile Project Management.

Page 78: Customization via Apps.

Page 79: On-Premise Deployment Option

Page 80: Customers

Page 81: Customer Marketing.

Page 82: Operations

Page 83: Intellectual Property and Proprietary Rights

Page 84: MANAGEMENT

Page 85: Don F. Hazell

Page 86: Mark T. Carges

Page 87: Board Independence

Page 88: Lead Independent Director

Page 89: Nominating and Corporate Governance Committee

Page 90: Code of Business Conduct and Ethics

Page 91: EXECUTIVE COMPENSATION

Page 92: Non-Equity Incentive Plan Compensation

Page 93: Executive Employment Arrangements

Page 94: Ryan A. Martens

Page 95: Emerging Growth Company Status

Page 96: Employee Benefit Plans

Page 97: Section 162(m) Limits.

Page 98: Corporate Transactions.

Page 99: Plan Amendment or Termination.

Page 100: 2013 Employee Stock Purchase Plan

Page 101: Management Bonus Program

Page 102: 401(k) Plan

Page 103: N/A

Page 104: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Page 105: Stock Repurchases

Page 106: Indemnification Agreements

Page 107: PRINCIPAL STOCKHOLDERS

Page 108: N/A

Page 109: N/A

Page 110: N/A

Page 111: DESCRIPTION OF CAPITAL STOCK

Page 112: Warrants

Page 113: Registration Rights

Page 114: Demand Registration Rights

Page 115: Expenses of Registration

Page 116: Transfer Agent and Registrar

Page 117: SHARES ELIGIBLE FOR FUTURE SALE

Page 118: Rule 701

Page 119: Registration Rights

Page 120: MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

Page 121: Dividends

Page 122: Gain on Disposition of Common Stock

Page 123: Foreign Account Tax Compliance Act

Page 124: UNDERWRITING

Page 125: Indications of Interest

Page 126: Offering Price Determination

Page 127: Electronic Distribution

Page 128: Selling Restrictions

Page 129: Hong Kong

Page 130: LEGAL MATTERS

Page 131: N/A

Page 132: Report of Independent Registered Public Accounting Firm

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Page 134: N/A

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Page 137: N/A

Page 138: (1) Nature of Business and Operations

Page 139: Notes to Consolidated Financial Statements (Continued)

Page 140: Notes to Consolidated Financial Statements (Continued)

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