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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rally Software Development Corp
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 11, 2016 |
RALY / Rally Software Development Corp / Ninth MDV Partners, L.L.C. - SC 13G/A Passive Investment SC 13G/A 1 a16-41591sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rally Software Development Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 751198102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| August 10, 2015 |
RALY / Rally Software Development Corp / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Rally Software Development Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 751198102 (CUSIP Number) July 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| July 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35868 RALLY SOFTWARE DEVELOPMENT CORP. (Exact name of registrant as spec |
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| July 10, 2015 |
As filed with the Securities and Exchange Commission on July 10, 2015 As filed with the Securities and Exchange Commission on July 10, 2015 Registration No. |
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| July 10, 2015 |
As filed with the Securities and Exchange Commission on July 10, 2015 As filed with the Securities and Exchange Commission on July 10, 2015 Registration No. |
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| July 10, 2015 |
As filed with the Securities and Exchange Commission on July 10, 2015 As filed with the Securities and Exchange Commission on July 10, 2015 Registration No. |
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| July 9, 2015 |
RALY / Rally Software Development Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Rally Software Development Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 751198102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telep |
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| July 9, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 20, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 8, 2015 |
CA Technologies Completes Acquisition of Rally Software Exhibit (a)(5)(B) CA Technologies Completes Acquisition of Rally Software NEW YORK, July 8, 2015 ? CA Technologies (NASDAQ: CA) today announced it has completed the acquisition of Rally Software Development Corp. |
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| July 8, 2015 |
BYLAWS OF RALLY SOFTWARE DEVELOPMENT CORP. ADOPTED JULY 8, 2015 Exhibit 3.2 BYLAWS OF RALLY SOFTWARE DEVELOPMENT CORP. ADOPTED JULY 8, 2015 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Recor |
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| July 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2015 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| July 8, 2015 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of CA, INC. (Name of Filing Persons (Par |
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| July 8, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RALLY SOFTWARE DEVELOPMENT CORP. ARTICLE I Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. ARTICLE I The name of the corporation is Rally Software Development Corp. (the ?Company?). ARTICLE II The address of the Company?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent |
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| July 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Cl |
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| June 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of CA, INC. (Name of Filin |
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| June 26, 2015 |
Termination of a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders 8-K 1 a15-1484518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 (June 22, 2015) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State o |
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| June 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Cl |
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| June 24, 2015 |
Michael Platt T: +1 720 566 4000 [email protected] June 24, 2015 VIA EDGAR United States Securities and Exchange Commission Office of Mergers and Acquisitions Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Daniel F. Duchovny Re: Rally Software Development Corp. Schedule 14D-9 filed June 8, 2015, amended June 10, 2015 and June 18, 2015 SEC File No. 005-87804 La |
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| June 18, 2015 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of CA, INC. (Name of Filing Persons (Par |
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| June 18, 2015 |
Michael Platt T: +1 720 566 4000 [email protected] June 18, 2015 VIA EDGAR AND USPS United States Securities and Exchange Commission Office of Mergers and Acquisitions Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Daniel F. Duchovny Re: Rally Software Development Corp. Schedule 14D-9 filed June 8, 2015, amended June 10, 2015 SEC File No. 005-87804 Ladies and |
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| June 18, 2015 |
RALY / Rally Software Development Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Rally Software Development Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 751198102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Per |
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| June 18, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Cl |
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| June 10, 2015 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of CA, INC. (Name of Filing Persons (Parent of Offeror)) ( |
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| June 10, 2015 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2015 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Rally Software Development Corp. |
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| June 8, 2015 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Rally Software Development Corp. |
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| June 8, 2015 |
Exhibit 99.(e)(3) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (?Agreement?) is being entered into as of December 9, 2014, between Rally Software Development Corp. (the ?Company?) and CA, Inc. (?CA?). In order to facilitate the consideration and negotiation of a possible transaction involving CA and the Company (a ?Transaction? and each of CA and the Company being sometimes referred to |
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| June 8, 2015 |
Exhibit (a)(2)(B) SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of May 27, 2015, is by and among CA, Inc. |
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| June 8, 2015 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of Rally Software Development Corp. |
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| June 8, 2015 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of Rally Software Development Corp. |
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| June 8, 2015 |
Exhibit (d)(2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (?Agreement?) is being entered into as of December 9, 2014, between Rally Software Development Corp. |
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| June 8, 2015 |
EX-99.(A)(1)(F) 7 a2225021zex-99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated June 8, 2015 and the related Letter of Transmittal and any amendments or supplements thereto. The Purchaser (as defined below) is not |
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| June 8, 2015 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2015 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2015 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of Rally Software Development Corp. |
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| June 5, 2015 |
Exhibit 99.8 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Timothy A. Miller (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereof, the record or beneficial owner (as |
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| June 5, 2015 |
Exhibit 99.6 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Mark T. Carges (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereof, the record or beneficial owner (as def |
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| June 5, 2015 |
Exhibit 99.5 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and James M. Lejeal (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereof, the record or beneficial owner (as de |
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| June 5, 2015 |
EX-99.3 3 a15-1316910ex99d3.htm EX-99.3 Exhibit 99.3 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Angela T. Tucci (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereo |
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| June 5, 2015 |
RALY / Rally Software Development Corp / Ca, Inc. - SC 13D Activist Investment SC 13D 1 a15-1316910sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 751198102 (CUSIP Number of Class of Securities) CA, Inc. 520 Madison Avenue New York, NY 10022 (800) 225-5524 Wit |
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| June 5, 2015 |
EX-99.9 9 a15-1316910ex99d9.htm EX-99.9 Exhibit 99.9 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Timothy V. Wolf (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereo |
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| June 5, 2015 |
Exhibit 99.4 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Bryan D. Stolle (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereof, the record or beneficial owner (as de |
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| June 5, 2015 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be |
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| June 5, 2015 |
EX-99.7 7 a15-1316910ex99d7.htm EX-99.7 Exhibit 99.7 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Thomas F. Bogan (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereo |
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| June 4, 2015 |
Rally Announces First Quarter Fiscal Year 2016 Financial Results Exhibit 99.1 Rally Announces First Quarter Fiscal Year 2016 Financial Results BOULDER, Colo., June 4, 2015 /PRNewswire/ ? Rally (NYSE: RALY), a leading global provider of software and services to drive agility, today announced financial results for its first quarter of fiscal year 2016 ended April 30, 2015. First quarter fiscal year 2016 results: ? Revenues of $24.5 million, an increase of 26% com |
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| June 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2015 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| June 4, 2015 |
RALY / Rally Software Development Corp 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| June 4, 2015 |
FY2016 Metric Based Bonus - Employee Plan Effective February 1, 2015 - January 31, 2016 Exhibit 10.2+ FY2016 Metric Based Bonus - Employee Plan Effective February 1, 2015 - January 31, 2016 Objectives · Promotes team based goals/results linked to corporate goals/results. · Provide incentives to employees to meet and exceed new product and services bookings and renewal rates, thereby increasing the value of Rally (increase shareholder value). · All employees share in the success of Ra |
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| June 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) |
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| June 3, 2015 |
Exhibit 99.1 Rally Townhall June 2, 2015 Tim Miller: Awesome and with that, I would like to introduce the CEO of CA Technologies, Mike Gregoire. Come on up. Mike Gregoire: So first of all, thank you very much for having me. I know you had some of our team here for a little while. You?ll probably see more CA folks here over the next few months until close and then eventually we shouldn?t be able to |
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| June 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Names of Filing Persons (Offeror)) a wholly owned subsidiary of CA, INC. (Names of Filing Persons (Offeror)) Common Stock |
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| June 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Names of Filing Persons (Offeror)) a wholly owned subsidiary of CA, INC. (Names of Filing Persons (Offeror)) Common Stock |
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| June 2, 2015 |
Welcome to CA Technologies Mike Gregoire May 29, 2015 Exhibit 99.1 Welcome to CA Technologies Mike Gregoire May 29, 2015 What?s next? Agenda Who we are The journey we?re on 2 3 What we expect 6 1 2 3 How we?re going to get there Why Rally? Leading with our values 2 3 5 1 4 5 6 7 Who we are In over 40 COUNTRIES More than 1,000 PATENTS 100 BEST PLACES TO WORK Best place to work for LGBT Equality; Working Mothers; etc. In sales BILLION $4.3 Annual softw |
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| May 28, 2015 |
CONFIDENTIAL – FOR INTERNAL USE ONLY EX-99.1 Exhibit 99.1 CONFIDENTIAL ? FOR INTERNAL USE ONLY EMAIL FROM MIKE GREGOIRE TO ALL RALLY EMPLOYEES, 6 PM (ET) Subject: Joining Forces to Lead in the Application Economy Team Rally: As Tim and Ryan shared with you earlier today, I am delighted that Rally Software Development Corp. and CA Technologies have entered into an agreement to join forces and lead in the application economy. This is a |
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| May 28, 2015 |
CA Technologies welcomes Rally Software EX-99.2 Exhibit 99.2 CA Technologies welcomes Rally Software CA Technologies has signed a definitive agreement to acquire Rally Software, a leading global provider of agile development software and services. Heidi Lemmetyinen ? May 28, 2015 The acquisition will strengthen CA?s strategy to help customers better navigate changing markets, improve performance and deliver value faster in a world drive |
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| May 28, 2015 |
EX-2.1 Exhibit 2.1 CONFIDENTIAL ACQUISITION AGREEMENT BY AND AMONG CA, INC. GRAND PRIX ACQUISITION CORP. AND RALLY SOFTWARE DEVELOPMENT CORP. May 27, 2015 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 1.1 The Offer. 2 1.2 Company Offer Support 8 ARTICLE II THE MERGER 12 2.1 The Merger 12 2.2 The Closing 13 2.3 The Surviving Corporation. 13 2.4 General Effects of the Merger 14 2.5 Effect of the Merg |
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| May 28, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 27, 2015 (Date of earliest event reported) CA, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9247 13-2857434 (Commission File Number |
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| May 28, 2015 |
EX-99.2 Exhibit 99.2 RALLY FAQS May 27, 2015 STRICTLY CONFIDENTIAL NOT FOR EXTERNAL DISTRIBUTION Rally Software Development Corp. Frequently Asked Questions For Day Zero CA Acquisition: Rally Software Development Corp. Copyright ? 2015 CA. CA confidential and proprietary information for internal use only. No unauthorized copying or distribution permitted. This FAQ reflects the intent of CA and Ral |
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| May 28, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) |
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| May 28, 2015 |
CA Technologies Agrees to Acquire Rally Software EX-99.4 Exhibit 99.4 CA Technologies Agrees to Acquire Rally Software In the document below, CA?s Chief Executive Officer Mike Gregoire and CA?s Chief Financial Officer Rich Beckert will share the strategic rationale, transaction details and financial expectations from today?s announced definitive agreement to acquire Rally Software Development Corporation. These prepared comments were made as of |
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| May 28, 2015 |
EX-99.3 4 d932810dex993.htm EX-99.3 Exhibit 99.3 RALLY FAQS FOR SALES TEAMS May 27, 2015 STRICTLY CONFIDENTIAL NOT FOR EXTERNAL DISTRIBUTION Rally Software Development Corp. Frequently Asked Questions For Day Zero CA Acquisition: Rally Software Development Corp. Copyright © 2015 CA. CA confidential and proprietary information for internal use only. No unauthorized copying or distribution permitted |
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| May 28, 2015 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUIISITION CORP. (Names of Filing Persons (Offeror)) a wholly owned subsidiary of CA, INC. (Names of Filing Persons (Offeror)) Com |
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| May 28, 2015 |
EX-99.1 Exhibit 99.1 CA Technologies Agrees to Acquire Rally Software, Accelerates Ability for Businesses to Build Transformative Applications Quickly Acquisition Expands CA?s Opportunity in the Application Economy NEW YORK, May 27, 2015 ? CA Technologies (NASDAQ: CA) today announced it has signed a definitive agreement to acquire Rally Software Development Corp. (NYSE: RALY), a leading provider o |
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| May 28, 2015 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company (Issuer)) GRAND PRIX ACQUISITION CORP. (Names of Filing Persons (Offeror)) a wholly owned subsidiary of CA, INC. (Names of Filing Persons (Offeror)) Comm |
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| May 28, 2015 |
EX-99.1 Exhibit 99.1 [Tim Miller]: Welcome everybody. As you guys get settled in today, I have a quick ask. We have very specific content that we will be sharing during this meeting. There will be opportunities for smaller break out teams to discuss this content after the meeting - so I ask that you hold your questions until then. We will be transcribing this meeting word for word for external pub |
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| May 27, 2015 |
EX-2.2 3 a15-127191ex2d2.htm EX-2.2 Exhibit 2.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and [ ] (the “Stockholder”). WHEREAS, the Stockholder is, as of the date hereof, the record or |
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| May 27, 2015 |
Exhibit 99.1 CA Technologies Agrees to Acquire Rally Software, Accelerates Ability for Businesses to Build Transformative Applications Quickly Acquisition Expands CA?s Opportunity in the Application Economy NEW YORK, May 27, 2015 ? CA Technologies (NASDAQ: CA) today announced it has signed a definitive agreement to acquire Rally Software Development Corp. (NYSE: RALY), a leading provider of Agile |
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| May 27, 2015 |
Exhibit 2.1 CONFIDENTIAL ACQUISITION AGREEMENT BY AND AMONG CA, INC. GRAND PRIX ACQUISITION CORP. AND RALLY SOFTWARE DEVELOPMENT CORP. May 27, 2015 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 1.1 The Offer 2 1.2 Company Offer Support 8 ARTICLE II THE MERGER 12 2.1 The Merger 12 2.2 The Closing 13 2.3 The Surviving Corporation 13 2.4 General Effects of the Merger 14 2.5 Effect of the Merger on Cap |
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| May 27, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2015 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| May 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RALLY SOFTWARE DEVELOPMENT CORP. (Name of Subject Company) RALLY SOFTWARE DEVELOPMENT CORP. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 11, 2015 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 8, 2015 |
As filed with the Securities and Exchange Commission on April 8, 2015 As filed with the Securities and Exchange Commission on April 8, 2015 Registration No. |
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| April 7, 2015 |
3333 Walnut St., Boulder, CO 80301 EX-10.15.2 3 a2224057zex-10152.htm EX-10.15.2 Exhibit 10.15.2 December 18, 2014 Daniel Patton #### ## ###### ##### ## ######## ## ##### Dear Dan: This letter sets forth the substance of the Separation Agreement (the “Agreement”) which Rally Software Development Corp. (the “Company”) is offering to you to aid in your employment transition. 1. SEPARATION. Your last day of work and employment with th |
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| April 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a2224057z10-k.htm 10-K Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2015 OR o TRANSITION REPOR |
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| April 7, 2015 |
EX-10.12 2 a2224057zex-1012.htm EX-10.12 Exhibit 10.12 RALLY SOFTWARE DEVELOPMENT CORP. SEVERANCE PLAN EFFECTIVE DATE: IPO DATE (APRIL 11, 2013) AMENDED AND RESTATED: DECEMBER 17, 2014 1. INTRODUCTION. This Rally Software Development Corp. Severance Plan (the “Plan”) is established by Rally Software Development Corp. (the “Company”) and will become effective on the IPO Date. The Plan provides for |
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| April 3, 2015 |
FY2016 Metrics Based Bonus — OCEO Plan Effective February 1, 2015 - January 31, 2016 EX-10.1 2 a15-86251ex10d1.htm EX-10.1 Exhibit 10.1 FY2016 Metrics Based Bonus — OCEO Plan Effective February 1, 2015 - January 31, 2016 Objectives · Promotes team based goals/results and links to corporate goals/results. · Provides incentives to meet Operating Expense and meet and exceed New Product and Services bookings and Renewal Rates, thereby increasing the value of Rally (increase shareholde |
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| April 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2015 (April 1, 2015) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of inc |
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| March 25, 2015 |
EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the |
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| March 25, 2015 |
EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the |
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| March 25, 2015 |
TRANSACTIONS DURING PAST 60 DAYS EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. |
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| March 25, 2015 |
EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No. |
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| March 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Rally Software Development Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class o |
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| March 19, 2015 |
CFO Commentary on Fourth Quarter Fiscal Year 2015 Results Exhibit 99.2 CFO Commentary on Fourth Quarter Fiscal Year 2015 Results March 19, 2015 GAAP Quarterly Revenue Comparison ($ in millions) Q4 FY15 Q3 FY15 Q4 FY14 Q/Q Y/Y Subscription and Support $ 18.2 $ 17.7 $ 15.4 up 3% up 19% Perpetual License 2.4 1.0 1.5 up 127% up 58% Total Product Revenue 20.6 18.7 16.9 up 10% up 22% Professional Services 4.0 3.3 2.7 up 19% up 45% Total Revenue $ 24.6 $ 22.0 $ |
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| March 19, 2015 |
Rally Announces Fourth Quarter and Fiscal Year 2015 Financial Results Exhibit 99.1 Rally Announces Fourth Quarter and Fiscal Year 2015 Financial Results BOULDER, Colo., March 19, 2015 /PRNewswire/ ? Rally (NYSE: RALY), a leading global provider of software and services to drive agility, today announced financial results for its fourth quarter and fiscal year 2015 ended January 31, 2015. Fourth quarter fiscal year 2015 results: ? Revenues of $24.6 million, an increas |
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| March 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2015 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Co |
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| February 17, 2015 |
RALY / Rally Software Development Corp / BAMCO INC /NY/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rally Software Development Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 751198102 (CUSIP Number) Calendar Year 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Rally Software Development Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 751198 10 2 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2015 (February 5, 2015) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction |
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| February 9, 2015 |
Rally Software Adds Meg Porfido to Board of Directors Exhibit 99.1 Rally Software Adds Meg Porfido to Board of Directors BOULDER, Colo. — February 9, 2015 — Rally (NYSE: RALY), a leading global provider of enterprise-class software and services to drive agility, today announced that Meg Porfido has been appointed to its board of directors. Porfido will also serve on the board’s audit, compensation, and nominating & corporate governance committees. Th |
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| December 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2014 (December 22, 2014) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdictio |
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| December 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2014 (December 17, 2014) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdictio |
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| December 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2014 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) ( |
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| December 4, 2014 |
CFO Commentary on Third Quarter Fiscal Year 2015 Results Exhibit 99.2 CFO Commentary on Third Quarter Fiscal Year 2015 Results December 4, 2014 GAAP Quarterly Revenue Comparison ($ in millions) Q3 FY15 Q2 FY15 Q3 FY14 Q/Q Y/Y Subscription and Support $ 17.7 $ 17.4 $ 14.9 up 1 % up 19 % Perpetual License 1.0 1.4 1.1 down 24 % down 1 % Total Product Revenue 18.7 18.8 15.9 down 1 % up 17 % Professional Services 3.3 2.7 2.9 up 22 % up 13 % Total Revenue $ 2 |
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| December 4, 2014 |
Rally Software Announces Third Quarter Fiscal Year 2015 Financial Results Exhibit 99.1 Rally Software Announces Third Quarter Fiscal Year 2015 Financial Results BOULDER, Colo., December 4, 2014 /PRNewswire/ — Rally Software (NYSE: RALY), a leading global provider of enterprise-class software and services to drive agility, today announced financial results for its third quarter of fiscal year 2015 ended October 31, 2014. Third quarter fiscal year 2015 results: · Revenues |
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| November 7, 2014 |
Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of November 5, 2014, by and between RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). RECITALS Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to Borr |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2014 (November 5, 2014) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction |
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| September 9, 2014 |
Exhibit 99.1 Rally Software Adds Yancey Spruill to Board of Directors Company Bolsters Board with Seasoned Financial Executive BOULDER, Colo. — September 9, 2014 — Rally (NYSE: RALY), a leading global provider of enterprise-class software and services to drive agility, today announced that Yancey Spruill has been appointed to its board of directors. Spruill will serve on the board’s audit, nominat |
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| September 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2014 (September 5, 2014) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdictio |
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| September 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 28, 2014 |
CFO Commentary on Second Quarter Fiscal Year 2015 Results EX-99.2 3 a14-201771ex99d2.htm EX-99.2 Exhibit 99.2 CFO Commentary on Second Quarter Fiscal Year 2015 Results August 28, 2014 GAAP Quarterly Revenue Comparison ($ in millions) Q2 FY15 Q1 FY15 Q2 FY14 Q/Q Y/Y Subscription and Support $ 17.4 $ 16.1 $ 14.2 up 8 % up 23 % Perpetual License 1.4 0.6 2.7 up 113 % down 50 % Total Product Revenue 18.8 16.7 17.0 up 12 % up 11 % Professional Services 2.7 2.7 |
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| August 28, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (C |
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| August 28, 2014 |
Rally Software Announces Second Quarter Fiscal Year 2015 Financial Results Exhibit 99.1 Rally Software Announces Second Quarter Fiscal Year 2015 Financial Results BOULDER, Colo., August 28, 2014 /PRNewswire/ — Rally Software (NYSE: RALY), a leading global provider of enterprise-class software and services to drive agility, today announced financial results for its second quarter of fiscal year 2015 ended July 31, 2014. Second quarter fiscal year 2015 results: · Revenues |
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| July 30, 2014 |
RALY / Rally Software Development Corp CORRESP - - July 30, 2014 United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Morgan Youngwood RE: Rally Software Development Corp. Schedule 14A Definitive Proxy Statement filed on May 9, 2014 Current Report on Form 8-K filed on June 5, 2014 File No: 001-35868 Dear Mr. Youngwood: On behalf of Rally Software Development Corp. (the “Company”), this letter is in re |
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| July 11, 2014 |
TRANSACTIONS DURING PAST 60 DAYS EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. |
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| July 11, 2014 |
EX-3 4 ex-3.htm EXHIBIT 3 EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pur |
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| July 11, 2014 |
EX-2 3 ex-2.htm EXHIBIT 2 EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached. Dated: July 11, 2014 DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P. By Michael R. Murphy* Michael R. Murphy Managing Member Daniel J. Donoghue* Daniel J. Donoghue Michael R. Murphy* Michael |
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| July 11, 2014 |
RALY / Rally Software Development Corp / Discovery Group I, LLC - SCHEDULE 13D Activist Investment SC 13D 1 t79726sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Rally Software Development Corp. (Name of Issuer) Common Stock, par valu |
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| July 11, 2014 |
EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the |
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| June 25, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 1 a14-1604218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2014 (June 19, 2014) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State o |
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| June 13, 2014 |
RALY / Rally Software Development Corp / GAGNON NEIL - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1/A)* Rally Software Development Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 751198102 (CUSIP Number) June 9, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| June 12, 2014 |
EXHIBIT A Identity of Reporting Person Trade Date Number of Shares Purchased/-Sold Price Per Share Where/How Transaction Effected NeilGagnon 4/10/2014 -500 $8. |
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| June 12, 2014 |
RALY / Rally Software Development Corp / GAGNON NEIL - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rally13ga1.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rally Software Development Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 751198102 (CUSIP Number) June 9, 2014 (Date of Event Which Requires Filing of this Stateme |
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| June 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| June 5, 2014 |
CFO Commentary on First Quarter Fiscal Year 2015 Results Exhibit 99.2 CFO Commentary on First Quarter Fiscal Year 2015 Results June 5, 2014 GAAP Quarterly Revenue Comparison ($ in millions) Q1 FY15 Q4 FY14 Q1 FY14 Q/Q Y/Y Subscription and Support $ 16.1 $ 15.4 $ 13.4 up 5% up 20% Perpetual License 0.6 1.5 0.6 down 57% up 2% Total Product Revenue 16.7 16.9 14.0 down 1% up 20% Professional Services 2.7 2.7 2.0 down 2% up 31% Total Revenue $ 19.4 $ 19.6 $ |
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| June 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2014 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| June 5, 2014 |
Rally Software Announces First Quarter Fiscal Year 2015 Financial Results Exhibit 99.1 Rally Software Announces First Quarter Fiscal Year 2015 Financial Results BOULDER, Colo., Jun. 5, 2014 /PRNewswire/ — Rally Software (NYSE: RALY), a leading global provider of cloud-based solutions for managing Agile software development, today announced financial results for its first quarter of fiscal year 2015 ended April 30, 2014. First quarter fiscal year 2015 results: · Revenues |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| May 9, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 11, 2014 |
RALLY SOFTWARE DEVELOPMENT CORP. CHANGE IN CONTROL SEVERANCE PLAN Exhibit 10.12 RALLY SOFTWARE DEVELOPMENT CORP. CHANGE IN CONTROL SEVERANCE PLAN 1. INTRODUCTION. This Rally Software Development Corp. Change in Control Severance Plan (the ?Plan?) is established by Rally Software Development Corp. (the ?Company?) and will become effective on the IPO Date. The Plan provides for severance and change in control benefits to selected employees of the Company and its S |
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| April 11, 2014 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.4 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees. (b) The Company, by means of the Plan, s |
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| April 11, 2014 |
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) |
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| April 11, 2014 |
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.7.4 3 a2219498zex-1074.htm EX-10.7.4 Exhibit 10.7.4 EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Eighth Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is made and entered into as of December 13, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”). RECITALS Borrower and Bank are parties to |
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| April 11, 2014 |
Executive Vice President of Sales (EVP) Exhibit 10.16 Executive Vice President of Sales (EVP) Q4 FY14 Sales Compensation Plan Effective: 11/1/2013 Notes To Plans: ? Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. If paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. ? Commissions ca |
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| April 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 8, 2014 |
RALY / Rally Software Development Corp / GAGNON NEIL - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rally Software Development Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 751198102 (CUSIP Number) March 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| April 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2014 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Co |
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| April 1, 2014 |
FY2015 Metrics Based Bonus — Executive Plan Effective February 1, 2014 - January 31, 2015 Exhibit 10.1 FY2015 Metrics Based Bonus — Executive Plan Effective February 1, 2014 - January 31, 2015 Objectives · Promotes team based goals/results and links to corporate goals/results. · Provide incentives to meet and exceed total bookings, thereby increasing the value of Rally (increase shareholder value) · Share in the success of Rally. · Align executives with the primary goals of Rally. Elig |
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| March 20, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2014 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Co |
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| March 20, 2014 |
Rally Software Announces Financial Results for Fourth Quarter and Fiscal Year 2014 Exhibit 99.1 Rally Software Announces Financial Results for Fourth Quarter and Fiscal Year 2014 BOULDER, Colo., Mar. 20, 2014 /PRNewswire/ — Rally (NYSE: RALY), a leading global provider of cloud-based solutions for managing Agile software development, today announced financial results for its fourth quarter and fiscal year 2014 ended January 31, 2014. Fourth quarter 2014 results: · Revenues of $1 |
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| February 14, 2014 |
RALY / Rally Software Development Corp / BAMCO INC /NY/ - NONE Passive Investment SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Rally Software Development Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 751198102 (CUSIP Number) Calendar Year 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2014 |
SC 13G 1 t78316sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rally Software Development Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 751198102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2014 |
EX-99.A 2 ex-99a.htm EXHIBIT 99.A EX-99.A EXHIBIT A JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Rally Software Development Corp. is filed on behalf of each of us. Dated: February 14, 2014 MDV IX, L.P. NINTH MDV PARTNERS, L.L.C. By: Ninth MDV Partners, L.L.C., By: /s/ Jonathan Fei |
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| January 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rally Software Development Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 751198 10 2 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| December 11, 2013 |
FY2014 Metric Based Bonus Plan Effective August 1, 2013 - January 31, 2014 EX-10.1 2 a13-219741ex10d1.htm EX-10.1 Exhibit 10.1 FY2014 Metric Based Bonus Plan Effective August 1, 2013 - January 31, 2014 Objectives · Promotes team based goals/ results and links to corporate goals/results · Provide incentives to employees to meet and exceed total bookings, thereby increasing the value of the company · All employees share in the success of the company · Align employees with |
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| December 11, 2013 |
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.2 3 a13-219741ex10d2.htm EX-10.2 Exhibit 10.2 SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Seventh Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is made and entered into as of October 2, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”). RECITALS Borrower and Bank are parties to that |
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| December 11, 2013 |
SEPARATION AGREEMENT AND GENERAL RELEASE EX-10.3 4 a13-219741ex10d3.htm EX-10.3 Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE 1. Introduction. This agreement (“Agreement”) is made between Don Hazell (“Executive”) and Rally Software Development Corp. (“Company”) and their owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (“Releasees”). 2. Separati |
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| December 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 5, 2013 |
Rally Software Announces Third Quarter Fiscal 2014 Financial Results EX-99.1 2 a13-257151ex99d1.htm EX-99.1 Exhibit 99.1 Rally Software Announces Third Quarter Fiscal 2014 Financial Results · Subscription and support revenue increased 30% · Total revenue increased 28% to $18.9 million · GAAP EPS loss was $(0.24) per share; Non-GAAP EPS loss was $(0.17) per share · Total paid seat count increased to nearly 198,000, representing a 28% increase over Q3 last year BOULD |
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| December 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) ( |
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| November 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) |
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| September 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2013 (September 25, 2013) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdict |
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| September 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| September 5, 2013 |
Rally Software Announces Second Quarter Fiscal 2014 Financial Results Exhibit 99.1 Rally Software Announces Second Quarter Fiscal 2014 Financial Results · Total revenue increased 45% to a record $19.8 million · Subscription and support revenue increased 36% · GAAP EPS loss was $(0.09) per share; Non-GAAP EPS loss was $(0.04) per share · Total paid seat count increased to more than 192,000, representing a 34% increase from close of Q2 last year BOULDER, Colo., Sept. |
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| September 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) |
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| July 25, 2013 |
424B4 1 a2216067z424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-189928 and 333-190114 PROSPECTUS 4,860,397 Shares Common Stock Rally Software Development Corp. is offering 250,000 shares of common stock and the selling stockholders are offering 4,610,397 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockho |
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| July 24, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| July 22, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| July 19, 2013 |
S-1/A 1 a2216013zs-1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on July 19, 2013 Registration No. 333-189928 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Del |
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| July 19, 2013 |
Exhibit 1.1 [·] Shares RALLY SOFTWARE DEVELOPMENT CORP. COMMON STOCK Par value $0.0001 per share UNDERWRITING AGREEMENT [·], 2013 DEUTSCHE BANK SECURITIES INC. PIPER JAFFRAY & CO. As Representatives of the several Underwriters named in Schedule I, c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 c/o Piper Jaffray & Co. 800 Nicollet Mall, Suite #800 Minneapolis, |
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| July 12, 2013 |
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Exhibit 10.13 The prior warrant to purchase stock issued by Rally Software Development Corp. (the “Company”) to Square 1 Bank on September 30, 2008 (the “Prior Warrant”) is hereby amended and restated in its entirety. This warrant is being issued pursuant to Section 2.2 of the Prior Warrant as a result of the automatic conversion of the outstanding shares of the Company’s Series C Preferred Stock |
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| July 12, 2013 |
SIXTH AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.7.2 SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Sixth Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is entered into as of June 19, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”). RECITALS Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agree |
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| July 12, 2013 |
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK EX-10.10 3 a2215913zex-1010.htm EX-10.10 Exhibit 10.10 The warrant to purchase stock issued by Rally Software Development Corp. (the “Company”) to Silicon Valley Bank on June 30, 2005 and assigned to Silicon Valley Bancshares (the “Prior Warrant”) is hereby amended and restated in its entirety. This warrant is being issued pursuant to Section 2.2 of the Prior Warrant as a result of the automatic c |
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| July 12, 2013 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on July 12, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 7372 84-1597294 (State or other jurisdiction of inc |
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| July 12, 2013 |
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK EX-10.11 4 a2215913zex-1011.htm EX-10.11 Exhibit 10.11 The prior amended and restated warrant to purchase stock issued by Rally Software Development Corp. (the “Company”) to Square 1 Bank on December 3, 2009 (the “Prior Warrant”) is hereby amended and restated in its entirety. This warrant is being issued pursuant to Section 2.2 of the Prior Warrant as a result of the automatic conversion of the o |
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| June 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Com |
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| June 13, 2013 |
AMENDED AND RESTATED OFFICE LEASE Exhibit 10.12 AMENDED AND RESTATED OFFICE LEASE CONTENTS SUMMARY OF BASIC LEASE TERMS PAGE 2 PREMISES SECTION 1 TERMS SECTION 2 RENT SECTION 3 SECURITY DEPOSIT SECTION 4 USE SECTION 5 OPERATING EXPENSES SECTION 6 UTILITIES AND SERVICES SECTION 7 MAINTENANCE, REPAIRS AND ALTERATIONS SECTION 8 ALTERATIONS AND ADDITIONS SECTION 9 INSURANCE SECTION 10 INDEMNITY SECTION 11 SUBROGATION SECTION 11.A DAMA |
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| June 13, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Timothy A. Miller hereby certifies that: ONE: The original name of this corporation is F4 Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was July 12, 2001. TWO: He is the duly elected and acti |
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| June 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| June 13, 2013 |
AMENDED AND RESTATED BYLAWS RALLY SOFTWARE DEVELOPMENT CORP. (A DELAWARE CORPORATION) EX-3.2 3 a13-132571ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RALLY SOFTWARE DEVELOPMENT CORP. (A DELAWARE CORPORATION) TABLE OF CONTENTS PAGE ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. |
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| June 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| June 6, 2013 |
Exhibit 99.1 Rally Software Names Dan Patton as Executive Vice President of Global Sales Leading Agile Provider Strengthens Executive Team with the Addition of Former Savvis and Amazon Web Services Sales Leader Boulder, Colo., June 6, 2013 — Rally® (NYSE: RALY), a leading global provider of cloud-based solutions for managing Agile software development, today named Dan Patton its Executive Vice Pre |
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| June 6, 2013 |
Executive Vice President of Sales (EVP) Exhibit 10.1 Executive Vice President of Sales (EVP) Q2 FY14 Sales Compensation Plan Effective: 5/1/2013 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. If paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions can |
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| June 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2013 Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction of incorporation) (Comm |
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| June 6, 2013 |
Rally Software Announces First Quarter Fiscal 2014 Financial Results Exhibit 99.1 Rally Software Announces First Quarter Fiscal 2014 Financial Results · Subscription and support revenue increased 40% · Total revenue increased to a record $16.0 million · Deferred revenue increased to $40.0 million · Company expects fiscal year 2014 revenue growth of 25-29% BOULDER, CO., June 6, 2013 /PRNewswire — Rally Software (NYSE: RALY), a leading global provider of cloud-based |
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| April 17, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Timothy A. Miller hereby certifies that: ONE: The original name of this corporation is F4 Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was July 12, 2001. TWO: He is the duly elected and acti |
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| April 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2013 Date of Report (Date of earliest event reported) Rally Software Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-35868 84-1597294 (State or other jurisdiction (Commission (IRS Emplo |
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| April 12, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN Exhibit 99.2 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restric |
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| April 12, 2013 |
EX-99.1 4 a12-1673216ex99d1.htm EX-99.1 Exhibit 99.1 RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED 2002 STOCK OPTION PLAN TERMINATION DATE: MARCH 31, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incent |
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| April 12, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents Filed pursuant to Rule 424(b)(4) Registration Nos. |
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| April 12, 2013 |
As filed with the Securities and Exchange Commission on April 12, 2013 Registration No. |
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| April 12, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.3 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees. (b) The Company, by means of the Plan, s |
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| April 11, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| April 9, 2013 |
CORRESP 1 filename1.htm Rally Software Development Corp. 3333 Walnut Street Boulder, CO 80301 (303) 565-2800 April 9, 2013 VIA FACSIMILE AND EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mark P. Shuman Edwin Kim Re: Rally Software Development Corp. Registration Statement on Form S-1 Filed: March 11, 2013 File |
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| April 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Rally Software Development Corp. |
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| April 2, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.4.1 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees. (b) The Company, by means of the Plan, |
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| April 2, 2013 |
Exhibit 10.1.1 RALLY SOFTWARE DEVELOPMENT CORP. AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 1, 2013 by and among RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Company”), and the stockholders of the Company listed on listed on the |
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| April 2, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RALLY SOFTWARE DEVELOPMENT CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. RALLY SOFTWARE DEVELOPMENT CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that: ONE: The name of the Corporation is Rally Software Development Corp. TWO: The date on which the Certificate of Incorporation of the |
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| April 2, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents As filed with the U. |
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| April 2, 2013 |
Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Rally Software Development Corp. (hereinafter called the “Corporation”), transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Certifi |
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| April 2, 2013 |
Exhibit 1.1 [Insert number of shares] RALLY SOFTWARE DEVELOPMENT CORP. COMMON STOCK Par value $0.0001 per share UNDERWRITING AGREEMENT [·], 2013 DEUTSCHE BANK SECURITIES INC. PIPER JAFFRAY & CO. As Representatives of the several Underwriters named in Schedule I, c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 c/o Piper Jaffray & Co. 800 Nicollet Mall, Suite #80 |
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| April 2, 2013 |
Exhibit 10.2.1 RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED 2002 STOCK OPTION PLAN TERMINATION DATE: MARCH 31, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory S |
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| April 2, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN Exhibit 10.3.1 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restr |
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| March 28, 2013 |
John T. McKenna VIA EDGAR T: +1 650 843 5059 [email protected] CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].” THE OMITTED PORTIONS AR |
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| March 22, 2013 |
Exhibit 10.14.7 Date: March 18, 2013 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q1 & Q2 FY14 MBB Structure and Goal To align MBB participants with the sales team’s bookings objectives for the 1H period, the 1H MBB program will be awarded and conditioned as follows: The 1H MBB will be paid according to the Company’s performance against the Total Product Booking |
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| March 22, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. STOCK OPTION GRANT NOTICE (2013 EQUITY INCENTIVE PLAN) EX-10.3.2 3 a2213604zex-1032.htm EX-10.3.2 Exhibit 10.3.2 RALLY SOFTWARE DEVELOPMENT CORP. STOCK OPTION GRANT NOTICE (2013 EQUITY INCENTIVE PLAN) Rally Software Development Corp. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to a |
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| March 22, 2013 |
: Management Metric Based Bonus (MBB) Participants Exhibit 10.14.3 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q3-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q3 2011 will be attached to company performance against total product bookings. The intent is to align the company management with the sales team’s bookings objectives. Goal: Achieve the Company’s Q3 “assigned quota” Total Product Bookin |
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| March 22, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. RESTRICTED STOCK UNIT GRANT NOTICE (2013 EQUITY INCENTIVE PLAN) Exhibit 10.3.3 RALLY SOFTWARE DEVELOPMENT CORP. RESTRICTED STOCK UNIT GRANT NOTICE (2013 EQUITY INCENTIVE PLAN) Rally Software Development Corp. (the “Company”), pursuant to the Company’s 2013 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award covering the number of restricted stock units (the “Restricted Stock Units”) set forth below (the “Award”). The |
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| March 22, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents As filed with the U. |
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| March 22, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. CHANGE IN CONTROL SEVERANCE PLAN Exhibit 10.16 RALLY SOFTWARE DEVELOPMENT CORP. CHANGE IN CONTROL SEVERANCE PLAN 1. INTRODUCTION. This Rally Software Development Corp. Change in Control Severance Plan (the “Plan”) is established by Rally Software Development Corp. (the “Company”) and will become effective on the IPO Date. The Plan provides for severance and change in control benefits to selected employees of the Company and its S |
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| March 22, 2013 |
Exhibit 10.15.9 USD EVP Currency is USD Q1 FY14 Sales Compensation Plan Effective: 2/1/2013 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. If paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions can be paid month |
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| March 22, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.4.1 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees. (b) The Company, by means of the Plan, |
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| March 22, 2013 |
Exhibit 10.14.1 Date: March 14, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q1-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q1 2011 will be attached to company performance against total product bookings. The intent is to align the company management with the sales team’s bookings objectives. Goal: Achieve the Company’s Q1 “assigned quota” |
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| March 22, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN Exhibit 10.3.1 RALLY SOFTWARE DEVELOPMENT CORP. 2013 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restr |
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| March 22, 2013 |
Exhibit 10.14.4 Date: December 5, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q4-2011 (FYE 1/31/2012) MBB Algorithm The Rally Management Metric Based Bonus for Q4 2011 will be attached to company performance against total product bookings. The intent is to align the company management with the sales team’s bookings objectives. Goal: Achieve the Company’s Q |
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| March 22, 2013 |
Exhibit 10.14.2 Date: June 15, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q2-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q2 2011 will be attached to company performance against total product bookings. The intent is to align the company management with the sales team’s bookings objectives. Goal: Achieve the Company’s Q2 “assigned quota” |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. WARRANT TO PURCHASE COMMON STOCK Void after May 20, 2021 Exhibit 10.9 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO S |
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| March 11, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RALLY SOFTWARE DEVELOPMENT CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. RALLY SOFTWARE DEVELOPMENT CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that: ONE: The name of the Corporation is Rally Software Development Corp. TWO: The date on which the Certificate of Incorporation of the |
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| March 11, 2013 |
Exhibit 10.15.3 Executive Vice President of Sales (EVP) Currency is USD Q3 2011 Sales Compensation Plan Effective: 5/1/2011 Notes To Plans: · On Target Earnings (OTE) are paid when 100% of the sales targets are met. OTE is split between the major components noted below. · Commissions are paid monthly on the next pay date following the end of the month (usually on the 16th of each month). · Managem |
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| March 11, 2013 |
Exhibit 10.15.5 Executive Vice President of Sales (EVP) Currency is USD Q1 FY2013 Sales Compensation Plan Effective: 2/1/2012 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. However, if paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components n |
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| March 11, 2013 |
Exhibit 10.15.4 Executive Vice President of Sales (EVP) Currency is USD Q4 FY2012 Sales Compensation Plan Effective: 11/1/2011 Notes To Plans: · On Target Earnings (OTE) are paid when 100% of the sales targets are met. OTE is split between the major components noted below. · Commissions are paid monthly on the next pay date following the end of the month (usually on the 16th of each month). · Mana |
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| March 11, 2013 |
Exhibit 10.15.7 USD EVP Currency is USD Q3 FY2013 Sales Compensation Plan Effective: 8/1/2012 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. However, if paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions will b |
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| March 11, 2013 |
Exhibit 10.14.4 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Date: December 5, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q4-2011 (FYE 1/31/2012) MBB Algorithm The Rally Management Metric Based Bonu |
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| March 11, 2013 |
Exhibit 10.13 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation Number of Shares: 62,500 Class of Stock: Series C Preferred Stock Initial Ex |
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| March 11, 2013 |
Exhibit 10.10 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 27, 2011 Exhibit 10.1 RALLY SOFTWARE DEVELOPMENT CORP. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 27, 2011 TABLE OF CONTENTS PAGE 1. GENERAL 1 1.1 Amendment and Restatement of Prior Agreement 1 1.2 Definitions 2 2. REGISTRATION; RESTRICTIONS ON TRANSFER 3 2.1 Restrictions on Transfer 3 2.2 Demand Registration 4 2.3 Piggyback Registrations 6 2.4 Form S-3 Registration 7 2.5 Expenses of Registr |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. STOCK OPTION GRANT NOTICE (2002 STOCK OPTION PLAN) EX-10.2.2 8 a2213197zex-1022.htm EX-10.2.2 Exhibit 10.2.2 RALLY SOFTWARE DEVELOPMENT CORP. STOCK OPTION GRANT NOTICE (2002 STOCK OPTION PLAN) Rally Software Development Corp. (the “Company”), pursuant to its 2002 Stock Option Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of th |
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| March 11, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents As filed with the U. |
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| March 11, 2013 |
AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Exhibit 10.11 The prior warrant dated May 16, 2007 is hereby amended and restated in its entirety (the “Prior Warrant”). Upon execution of this warrant, all provisions of, rights granted and covenants made in the Prior Warrant are hereby waived, released and superseded in their entirety and shall have no further force or effect. As of the date hereof the Prior Warrant shall be of no further force |
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| March 11, 2013 |
Rally Executive Vice President Exhibit 10.15.1 Rally Executive Vice President 2011 Sales Compensation Plan effective 2/1/2011 — Executive Vice President Plan Summary: YEAR-2011 Notes To Plans: · Commissions may be paid on three types (See below - Subscription, Services, Management by Objective) of transactions depending on role/start date/etc. · On Target Earnings (OTE) are paid when 100% of the sales targets are met. OTE is sp |
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| March 11, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RALLY SOFTWARE DEVELOPMENT CORP. Timothy A. Miller hereby certifies that: ONE: The original name of this corporation is F4 Technologies, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was July 12, 2001. TWO: He is the duly elected and acti |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.7 RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of December 22, 2010 (“Closing Date”), by and between Square 1 Bank (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”). RECITALS Bank and Borrower have entered into that certain Loan and Security Agreement |
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| March 11, 2013 |
Exhibit 10.14.5 Date: May 3, 2012 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q1 & Q2 FY13 MBB Structure and Goal For FY13, we are implementing a slight change to the MBB program. Instead of paying against quarterly total product bookings performance like we have in past quarters, we will now pay against total product bookings performance measured for the 1st h |
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| March 11, 2013 |
Q2 FY2013 Sales Compensation Plan Exhibit 10.15.6 USD-EVP Currency is USD Q2 FY2013 Sales Compensation Plan Effective: 5/1/2012 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. However, if paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions will b |
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| March 11, 2013 |
Exhibit 21.1 SUBSIDIARIES Name of Subsidiary Jurisdiction of Incorporation Rally Software Development International Corp. Delaware Rally Software Development Australia Pty Limited Australia Rally Software Development Netherlands B.V. Netherlands Rally Software Development Canada B.C. Ltd. Canada Rally Software Development Singapore Pte. Ltd. Singapore Flowdock OY Finland |
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| March 11, 2013 |
Exhibit 10.15.2 Executive Vice President of Sales (EVP) Currency is USD Q2 2011 Sales Compensation Plan Effective: 5/1/2011 Notes To Plans: · On Target Earnings (OTE) are paid when 100% of the sales targets are met. OTE is split between the major components noted below. · Commissions are paid monthly on the next pay date following the end of the month (usually on the 16th of each month). · Managem |
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| March 11, 2013 |
Exhibit 10.2.1 RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED 2002 STOCK OPTION PLAN TERMINATION DATE: MARCH 31, 2022 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory S |
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| March 11, 2013 |
Exhibit 10.6 OFFICE LEASE CONTENTS SUMMARY OF BASIC LEASE TERMS PAGE 2 PREMISES SECTION 1 TERMS SECTION 2 RENT SECTION 3 SECURITY DEPOSIT SECTION 4 USE SECTION 5 OPERATING EXPENSES SECTION 6 UTILITIES AND SERVICES SECTION 7 MAINTENANCE, REPAIRS AND ALTERATIONS SECTION 8 ALTERATIONS AND ADDITIONS SECTION 9 INSURANCE SECTION 10 INDEMNITY SECTION 11 SUBROGATION SECTION 11.A DAMAGE, DESTRUCTION AND BU |
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| March 11, 2013 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF RALLY SOFTWARE DEVELOPMENT CORP. (f/k/a F4 Technologies, Inc.) (A DELAWARE CORPORATION) TABLE OF CONTENTS PAGE ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Speci |
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| March 11, 2013 |
Exhibit 10.14.3 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q3-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q3 2011 will be attached to compa |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. WARRANT TO PURCHASE COMMON STOCK Void after November 15, 2016 Exhibit 10.8 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO S |
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| March 11, 2013 |
Exhibit 10.14.1 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Date: March 14, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q1-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q1 2011 will |
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| March 11, 2013 |
Exhibit 10.15.8 USD EVP Currency is USD Q4 FY2013 Sales Compensation Plan Effective: 11/1/2012 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. However, if paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions will |
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| March 11, 2013 |
Exhibit 10.14.2 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Date: June 15, 2011 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q2-2011 MBB Algorithm The Rally Management Metric Based Bonus for Q2 2011 will |
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| March 11, 2013 |
Exhibit 10.14.6 Date: September 17, 2012 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q3 & Q4 FY13 MBB Structure and Goal To align MBB participants with the sales team’s bookings objectives for the 2H period, the 2H MBB program will be awarded and conditioned as follows: The 2H MBB will be paid according to the Company’s performance against the Total Product Boo |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. INDEMNIFICATION AGREEMENT Exhibit 10.5 RALLY SOFTWARE DEVELOPMENT CORP. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this , 20 by and between RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Corporation”), and (“Agent”). RECITALS A. Agent performs a valuable service to the Corporation in the capacity as a director, officer, employee or agent of the Corpo |
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| March 11, 2013 |
AMENDED AND RESTATED BYLAWS RALLY SOFTWARE DEVELOPMENT CORP. (A DELAWARE CORPORATION) Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF RALLY SOFTWARE DEVELOPMENT CORP. (A DELAWARE CORPORATION) TABLE OF CONTENTS PAGE ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 5 Section 7. Notic |
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| March 11, 2013 |
RALLY SOFTWARE DEVELOPMENT CORP. WARRANT TO PURCHASE SERIES C PREFERRED STOCK Exhibit 10.12 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. RALLY SOFTWAR |
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| February 27, 2013 |
John T. McKenna T: +1 650 843 5059 [email protected] VIA EDGAR February 27, 2013 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman RE: Rally Software Development Corp. Amendment No. 2 to Confidential Draft Registration Statement on Form S-1 Submitted December 14, 2012 CIK No. 0001313911 Ladies and Gentlemen: On behalf of Rally So |
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| December 14, 2012 |
Exhibit 10.15.8 USD EVP Currency is USD Q4 FY2013 Sales Compensation Plan Effective: 11/1/2012 Notes To Plans: · Full on Target Earnings (OTE) will be paid when 100% of the sales targets are met. However, if paid monthly you will be paid incrementally matching the achievement percent of the team you are compensated against. OTE is split between the major components noted below. · Commissions will |
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| December 14, 2012 |
EX-10.14-6 2 filename2.htm Exhibit 10.14.6 Date: September 17, 2012 To: Management Metric Based Bonus (MBB) Participants From: Jim Lejeal Regarding: Q3 & Q4 FY13 MBB Structure and Goal To align MBB participants with the sales team’s bookings objectives for the 2H period, the 2H MBB program will be awarded and conditioned as follows: The 2H MBB will be paid according to the Company’s performance ag |
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| December 14, 2012 |
John T. McKenna T: +1 650 843 5059 [email protected] VIA FED EX AND EDGAR December 14, 2012 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman RE: Rally Software Development Corp. Amendment No. 1 to Confidential Draft Registration Statement Submitted September 21, 2012 CIK No. 0001313911 Ladies and Gentlemen: On behalf of Rally So |
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| December 14, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents As confidentially submitted to the U. |
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| December 14, 2012 |
As confidentially submitted to the U.S. Securities and Exchange Commission on July 25, 2012 Use these links to rapidly review the document Index to Consolidated Financial Statements Exhibit 99. |
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| December 14, 2012 |
As confidentially submitted to the U.S. Securities and Exchange Commission on September 20, 2012 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 As confidentially submitted to the U.S. Securities and Exchange Commission on September 20, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Rally Software Development Corp. (Exact name of registrant as spe |
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| December 14, 2012 |
Michael L. Platt T: +1 720 566 4012 [email protected] July 25, 2012 VIA EMAIL TO [email protected] Confidential Submission Draft Registration Statement Pursuant to Section 6(e) of the U.S. Securities and Exchange Commission Securities Act of 1933, as amended 100 F. Street, NE and Section 24(b)(2) of the Washington, DC 20549 Securities Exchange Act of 1934 RE: Draft Registration Statement |
