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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 3, 2005
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GARTNER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14443 04-3099750
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(State or Other Commission File Number) (IRS Employer
Jurisdiction of (Identification No.)
Incorporation)
P.O. BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 3, 2005, Gartner, Inc. ("Gartner") entered into a First Amendment to
the Credit Agreement, dated as of August 12, 2004, among Gartner, the several
lenders from time to time parties, and JPMorgan Chase Bank, N.A. as
administrative agent (the "Amendment"). The Amendment modified the definition of
Consolidated EBITA to allow Gartner to add back the amounts of certain cash
charges to the calculation of Consolidated EBITA.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 First Amendment, dated as of March 3, 2005, to the Credit
Agreement, dated as of August 12, 2004, among Gartner, the
several lenders from time to time parties, and JPMorgan Chase
Bank, N.A. as administrative agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GARTNER, INC.
By: /s/ Christopher Lafond
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Christopher Lafond
Executive Vice President,
Chief Financial Officer
Date: March 7, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 First Amendment, dated as of March 3, 2005, to the Credit
Agreement, dated as of August 12, 2004, among Gartner, the
several lenders from time to time parties, and JPMorgan Chase
Bank, N.A. as administrative agent.