UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-14443
GARTNER, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3099750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 10212 06904-2212
56 TOP GALLANT ROAD (Zip Code)
STAMFORD, CT
(Address of principal executive
offices)
Registrant's telephone number, including area code: (203) 316-1111
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
-------------- -------------------
Common Stock, Class A, $.0005 Par Value New York Stock Exchange
Common Stock, Class B, $.0005 Par Value New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by persons other than those
who may be deemed affiliates of the Registrant, as of November 29, 2002, was
approximately $794.1 million. This calculation does not reflect a determination
that persons are affiliates for any other purposes.
The number of shares outstanding of the registrant's capital stock as of
November 29, 2002 was 51,747,492 shares of Common Stock, Class A and 30,189,028
shares of Common Stock, Class B.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the 2003 Annual Meeting of
Stockholders of the Registrant currently scheduled to be held on February 13,
2003 are incorporated by reference into Part III of this Report.
1
INTRODUCTORY NOTE
THIS AMENDMENT NO. 1 ON FORM 10-K/A (THE "AMENDMENT") IS BEING FILED
SOLELY FOR THE PURPOSE OF INCLUDING THE CERTIFICATIONS REQUIRED BY 18. U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002, AS ADDITIONAL EXHIBIT 99.1 AND ADDITIONAL EXHIBIT 99.2 TO THE FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002 OF GARTNER, INC. AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2002 (THE "10-K"). EXCEPT AS
SET FORTH IN THE PRECEDING SENTENCE, THIS AMENDMENT DOES NOT REFLECT EVENTS
OCCURRING AFTER THE FILING OF THE 10-K, OR MODIFY OR UPDATE THE DISCLOSURES
THEREIN IN ANY WAY.
ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. and 2. Consolidated Financial Statements and Schedules
The independent auditors' report, consolidated financial statements and
financial statement schedule listed in the Index to Consolidated Financial
Statements and Schedule on page 25 hereof are filed as part of this report,
beginning on page 26 hereof.
All other financial statement schedules not listed in the Index have been
omitted because the information required is not applicable or is shown in the
financial statements or notes thereto.
3. Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
3.1a(6) Amended and Restated Certificate of
Incorporation-July 16, 1999.
3.1b(7) Certificate of Amendment of the Restated
Certificate of Incorporation-February 1, 2001.
3.1c(4) Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock
and Series B Junior Participating Preferred Stock
of the Company-March 1, 2000.
3.2(6) Amended Bylaws, as amended through April 14, 2000.
4.1(7) Form of Certificate for Common Stock, Class A-as of February
2001.
4.2(7) Form of Certificate for Common Stock, Class B-as of February
2001.
4.3** Amended and Restated Rights Agreement, dated as of
August 31, 2002, between the Company and Mellon
Investor Services LLC, as Rights Agent, with
related Exhibits.
4.4a(7) Amended and Restated Credit Agreement dated July
17, 2000 by and among the Company and certain
financial institutions, including Chase Manhattan
Bank in its capacity as a lender and as agent for
the lenders.
4.4b** Amendment No. 3 to the Amended and Restated Credit Agreement
dated as of May 30, 2002
10.1(1) Form of Indemnification Agreement.
10.2a(5) Securities Purchase Agreement dated as of March 21, 2000
between the Company, Silver Lake Partners, L.P., Silver Lake
Technology Investors, L.L.C. and other parties thereto.
10.2b(5) Amendment to the Securities Purchase Agreement
dated as of April 17, 2000 between the Company,
Silver Lake Partners, L.P., Silver Lake Technology
Investors, and the other parties thereto.
2
10.2c(7) Letter Agreement dated September 6, 2001 relating
to the Securities Purchase Agreement and 6%
Convertible Junior Subordinated Promissory Notes.
10.2d** Form of Amended and Restated 6% Convertible Junior
Subordinated Promissory Note due April 17, 2005
10.2e** Amended and Restated Securityholders Agreement dated as of
July 12, 2002 among the Company, Silver Lake Partners, L.P.
and other parties thereto
10.3a(2) Lease dated December 29, 1994 between Soundview
Farms and the Company for premises at 56 Top
Gallant Road, 70 Gatehouse Road, and 88 Gatehouse
Road, Stamford, Connecticut.
10.3b(3) Lease dated May 16, 1997 between Soundview Farms
and the Company for premises at 56 Top Gallant
Road, 70 Gatehouse Road, 88 Gatehouse Road and 10
Signal Road, Stamford, Connecticut (amendment to
lease dated December 29, 1994, see exhibit 10.3a).
10.4(6)+ 1993 Director Stock Option Plan as amended and restated on
April 14, 2000.
10.5(9)+ 2002 Employee Stock Option Plan
10.6(3)+ 1994 Long Term Stock Option Plan, as amended and restated on
October 12, 1999.
10.7(3)+ 1998 Long Term Stock Option Plan, as amended and restated on
October 12, 1999.
10.8(3)+ 1996 Long Term Stock Option Plan, as amended and restated on
October 12, 1999.
10.9**+ Employment Agreement between Michael D. Fleisher and the
Company as of October 1, 2002.
10.10(6)+ Employment Agreement between Regina M. Paolillo and the
Company as of July 1, 2000.
10.11**+ Employment Agreement between Maureen O'Connell and
the Company dated as of October 15, 2002 and
effective as of September 23, 2002.
10.12a(6)+ Employment Agreement between Robert E. Knapp and
the Company dated as of August 7, 2000.
10.12b(7)+ Addendum No. 1 to Employment Agreement between Robert E.
Knapp and the Company as of February 1, 2001.
10.13(8)+ Employment Agreement between Steven Tait and the Company
dated as of June 15, 2001.
21.1** Subsidiaries of Registrant.
23.1** Independent Auditors' Consent.
24.1 Power of Attorney (see Signature Page).
Additional Exhibits
99.1(10)* Certification of Chief Executive Officer pursuant
to 18 U.S.C 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
3
99.2(10)* Certification of Chief Financial Officer pursuant to 18
U.S.C. 1350 as adopted pursuant to Section 906 the
Sarbanes-Oxley Act of 2002.
* Filed with this document.
** Filed with 10-K filed on December 27, 2002.
+ Management compensation plan or arrangement.
--------------
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-67576), as amended, effective October 4, 1993.
(2) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 21, 1995.
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
filed on December 22, 1999.
(4) Incorporated by reference from the Company's Form 8-K dated March 1, 2000
as filed on March 7, 2000.
(5) Incorporated by reference from the Company's Form 8-K dated April 17, 2000
as filed on April 25, 2000.
(6) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 29, 2000.
(7) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 28, 2001.
(8) Incorporated by reference from the Company's Form 10-Q as filed on
February 13, 2002.
(9) Incorporated by reference from the Company's Form S-8 as filed on June 26,
2002.
(10) This document is being furnished in accordance with SEC Release Nos.
33-8182 and 34-47551.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Amendment No. 1 to Report on Form 10-K to be signed
on its behalf by the undersigned, duly authorized, in Stamford, Connecticut, on
April 1, 2003.
Gartner, Inc.
Date: April 1, 2003 By: /s/ MAUREEN E. O'CONNELL
------------------------
Maureen E. O'Connell
Executive Vice President Corporate
Services and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
NAME TITLE DATE
/s/ MICHAEL D. FLEISHER* Director and Chairman of the April 1, 2003
------------------------ Board, Chief Executive Officer and
President
Michael D. Fleisher (Principal Executive Officer)
/s/ MAUREEN E. O'CONNELL Executive Vice President Corporate April 1, 2003
------------------------ Services and Chief Financial
Officer
Maureen E. O'Connell (Principal Financial and Accounting
Officer)
/s/ ANNE SUTHERLAND FUCHS* Director April 1, 2003
--------------------------
Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE* Director April 1, 2003
---------------------
William O. Grabe
/s/ MAX D. HOPPER* Director April 1, 2003
------------------
Max D. Hopper
/s/ GLENN HUTCHINS* Director April 1, 2003
-------------------
Glenn Hutchins
/s/ STEPHEN G. PAGLIUCA* Director April 1, 2003
------------------------
Stephen G. Pagliuca
/s/ JAMES C. SMITH* Director April 1, 2003
-------------------
James C. Smith
5
NAME TITLE DATE
/s/ DAVID J. ROUX* Director April 1, 2003
------------------
David J. Roux
/s/ DENNIS G. SISCO* Director April 1, 2003
--------------------
Dennis G. Sisco
/s/ MAYNARD G. WEBB, JR* Director April 1, 2003
------------------------
Maynard G. Webb, Jr.
* Signed by Maureen E. O'Connell as attorney-in-fact, pursuant to Power of
Attorney dated December 27, 2002.
6
CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(1) I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of
Gartner, Inc. (the "Amended 10-K");
(2) Based on my knowledge, this Amended 10-K does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Amended
10-K;
(3) Based on my knowledge, the financial statements, and other financial
information included in this Amended 10-K, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Amended 10-K;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this Amended
10-K is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this Amended 10-K (the "Evaluation Date"); and
c) presented in this Amended 10-K our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based
on my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this Amended 10-K whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ Michael D. Fleisher
-----------------------
Michael D. Fleisher
Chief Executive Officer
April 1, 2003
7
CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(1) I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of
Gartner, Inc. (the "Amended 10-K");
(2) Based on my knowledge, this Amended 10-K does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Amended
10-K;
(3) Based on my knowledge, the financial statements, and other financial
information included in this Amended 10-K, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Amended 10-K;
(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this Amended
10-K is being prepared;
b) evaluated the effectiveness of the registrant disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this Amended 10-K (the "Evaluation Date"); and
c) presented in this Amended 10-K our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certified officers and I have disclosed, based
on my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors;
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this Amended 10-K whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ Maureen E. O'Connell
------------------------
Maureen E. O'Connell
Chief Financial Officer
April 1, 2003
8