RAX_S-8_11.08.12

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As filed with the Securities and Exchange Commission on November 8, 2012 Registration No. 333-_________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S‑8
REGISTRATION STATEMENT
Under The Securities Act of 1933

RACKSPACE HOSTING, INC.
(Exact name of Registrant as specified in its charter)

Delaware		74-3016523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
	5000 Walzem Rd. San Antonio, Texas 78218 (210) 312-4000
(Address, including zip code and telephone number, of principal executive offices)

AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN 2008 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Alan Schoenbaum Rackspace Hosting, Inc. 5000 Walzem Rd. San Antonio, Texas 78218
(Name and address of agent for service)

(210) 312-4000
(Telephone number, including area code, of agent for service)

	Copy to:
	Brian K. Beard Wilson Sonsini Goodrich & Rosati Professional Corporation 900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, TX 78746-5546 (512) 338-5400


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [x]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller Reporting Company [ ]
(Do not Check if a smaller reporting company)



CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share
--To be issued under the Amended and Restated 2007 Long-Term Incentive Plan	15,797,880 shares (2)	$63.62 (4)	$1,005,061,126	$137,091
--To be issued under the 2008 Employee Stock Purchase Plan	2,498,955 shares (3)	$63.62 (4)	$158,983,518	$21,686
TOTAL	18,296,835 shares		$1,164,044,643	$158,776
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under any of the listed plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock.
(2) On May 2, 2012, the Registrant's stockholders approved an amendment and restatement to the Amended and Restated 2007 Long-Term Equity Incentive Plan which set the share reserve at an amount of 12,000,000 Shares, plus any Shares that, as of the Effective Date, are subject to any previously granted Awards under the Plan that otherwise would return to the Plan after the Effective Date on account of expiration, cancellation or forfeiture pursuant to Section 3(c) (not to exceed 13,924,403).
(3) Reflects automatic increases on January 1, 2009, January 1, 2010, January 1, 2011 and January 1, 2012, to the number of shares of the Registrant's common stock reserved for issuance under the 2008 Employee Stock Purchase Plan, which annual increase is provided for in the 2008 Employee Stock Purchase Plan.
(4) Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of the average of the high and low prices of Registrant's Common Stock as reported on the New York Stock Exchange on November 7, 2012.

REGISTRATION STATEMENT ON FORM S‑8

This Registration Statement on Form S-8 is being filed by Rackspace Hosting, Inc. (the “Company” or the “Registrant”) to register:



	15,797.880 additional shares of common stock of the Registrant, which may be acquired upon the exercise of stock options and restricted stock units granted to certain employees under the Registrant's Amended and Restated 2007 Long-Term Equity Incentive Plan; and
	2,498,955 additional shares of common stock of the Registrant which may be issued pursuant to the Company's 2008 Employee Stock Purchase Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statements on Form S-8, Registration No. 333-153009 filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2008, as amended by that Post Effective Amendment No. 1 to Registration Statement on Form S-8, Registration 333-153009 filed with the Commission on February 4, 2009 is hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in this Item 2 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are available upon written request to: Secretary, 5000 Walzem Rd, San Antonio, TX 78218, (210) 312-4000.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:


(1)	Our Annual Report on Form 10‑K for the fiscal year ended December 31, 2011, filed with the SEC on February 17, 2012;


(2)	Our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2012, filed with the SEC on May 9, 2012, the quarterly period ended June 30, 2012, filed with the SEC on August 9, 2012, and the quarterly period ended on September 30, 2012, filed with the SEC on November 7, 2012;


(3)	The information specifically incorporated by reference into the Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on March 27, 2012 and amended on April 9, 2012;


(4)	Our Current Reports on Form 8-K, filed with the SEC on January 5, 2012, February 27, 2012, March 31, 2012, May 2, 2012, May 8, 2012, October 2, 2002, October 9, 2012 and on Form 8-K/A filed May 2, 2012 amending that certain Form 8-K filed by the company on September 26, 2011; and


(5)	The description of our common stock in our Registration Statement on Form 8-A, filed with the SEC on July 31, 2008.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a corporation's board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the registrant's amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors and officers for monetary damages for a breach of their fiduciary duty as directors and officers.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated bylaws of the registrant provide that:

•

The Registrant shall indemnify its directors and officers who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative serving the registrant, whether brought by a third party or in right of the corporation, in those capacities as officer or director, or for serving as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the registrant's request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful.


•	The Registrant may, in its discretion, indemnify employees and agents in those circumstances in which indemnification is not required by law.

•

The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

•

The Registrant will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the registrant's board of directors. The rights conferred in the amended and restated bylaws are not exclusive, and the registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.


•	The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

The Registrant's policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also provides for certain additional procedural protections. The registrant also maintains insurance to insure directors and officers against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

See also Registrant's undertakings in Section 9 of this Registration Statement.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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ITEM 8. EXHIBITS.



Exhibit Number		Description
4.1 (1)		Form of Common Stock Certificate of Registrant.
4.5 (2)		Amended and Restated 2007 Long-Term Incentive Plan and forms of agreement thereunder (which are incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2012, filed with the SEC on August 9, 2012).
4.7 (3)		2008 Employee Stock Purchase Plan and form of agreement thereunder (which are incorporated herein by reference to Exhibit 10.8 to the Registrant's Form S-1).
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as to legality of original issuance securities being registered.
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1		Power of Attorney (included as part of the signature page to this Registration Statement).


(1)	Incorporated by reference to the Exhibit 4.1 to the Registrant's Registration Statement on Form S‑1 (Registration No. 333‑150469), as amended.


(2)	Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the SEC on August 9, 2012.


(3)	Incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S‑1 (Registration No. 333‑150469), as amended.

ITEM 9. UNDERTAKINGS.

A.The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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B.The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on this 8th day of November, 2012.

RACKSPACE HOSTING, INC.

By: /s/ Alan Schoenbaum

Alan Schoenbaum

Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

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

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



Name	Title	Date
/s/ A. Lanham Napier	President, Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2012
A. Lanham Napier
/s/ Karl Pichler	Chief Financial Officer and Treasurer (Principal Financial Officer)	November 8, 2012
Karl Pichler
/s/ Joseph Saporito	Chief Accounting Officer (Principal Accounting Officer)	November 8, 2012
Joseph Saporito
/s/ Graham Weston	Chairman of the Board	November 8, 2012
Graham Weston
/s/ Palmer L. Moe	Director	November 8, 2012
Palmer L. Moe
/s/ S. James Bishkin	Director	November 8, 2012
S. James Bishkin
/s/ Fred Reichheld	Director	November 8, 2012
Fred Reichheld
/s/ Mark P. Mellin	Director	November 8, 2012
Mark P. Mellin

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RACKSPACE HOSTING, INC.

REGISTRATION STATEMENT ON FORM S‑8

INDEX TO EXHIBITS



Exhibit Number		Description
4.1 (1)		Form of Common Stock Certificate of Registrant.
4.2 (2)		Amended and Restated 2007 Long-Term Incentive Plan and forms of agreement thereunder.
4.3 (3)		2008 Employee Stock Purchase Plan and form of agreement thereunder.
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as to legality of original issuance securities being registered.
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1		Power of Attorney (included as part of the signature page to this Registration Statement).


(1)	Incorporated by reference to the Exhibit 4.1 to the Registrant's Registration Statement on Form S‑1 (Registration No. 333‑150469), as amended.


(2)	Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the SEC on August 9, 2012.


(3)	Incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S‑1 (Registration No. 333‑150469), as amended.

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