As filed with the Securities and Exchange Commission on April 25, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 NO.)
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P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7747
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Gartner, Inc. 2003 Long-Term Incentive Plan
(FULL TITLE OF THE PLAN)
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Maureen E. O'Connell
Executive Vice President
and Chief Financial Officer
Gartner, Inc.
56 Top Gallant Road
P.O. Box 10212
Stamford, Connecticut 06904-2212
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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(203) 316-1111
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
Edward M. Kane, Esq.
Shipman & Goodwin LLP
One Landmark Square
Stamford, Connecticut 06901
(203) 324-8100
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT (2) OFFERING PRICE(2) REGISTRATION FEE
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Class A Common Stock, par
value $0.0005.......... 9,928,000 $7.67 $76,140,142 $6,159.74
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(1) This registration statement also covers such additional indeterminate number
of shares as may be issuable as a result of any stock dividend, stock split,
reorganization or other similar transaction.
(2) The proposed maximum aggregate offering price, estimated solely for the
purpose of calculating the registration fee, has been computed in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and (i) in the
case of shares of Common Stock that may be purchased upon exercise of
outstanding options, the fee is calculated on the basis of the price at which
the options may be exercised; and (ii) in the case of shares of common stock for
which options have not yet been granted and the option price of which is
therefore unknown, the fee is calculated on the basis of the average of the high
and low prices of Gartner, Inc.'s Class A Common Stock, on April 17, 2003, as
reported by the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The Section 10(a) prospectus being delivered by Gartner, Inc. (the "Company")
to participants in the Company's 2003 Long-Term Incentive Plan (the "Plan"), as
required by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), has been prepared in accordance with the requirements of Form
S-8 and relates to shares of Class A Common Stock, par value $0.0005 per share,
issued or reserved for issuance pursuant to awards granted under the Plan. The
information with respect to awards granted under the Plan required in the
Section 10(a) prospectus is included in documents being maintained and delivered
by the Company as required by Rule 428 under the Securities Act. Upon written or
oral request, any of the documents incorporated by reference in Item 3 of Part
II of this registration statement (which documents are incorporated by reference
in this Section 10(a) prospectus), other documents required to be delivered to
participants pursuant to Rule 428(b), or additional information about the Plan
are available without charge by contacting:
Gartner, Inc.
56 Top Gallant Road
Stamford, Connecticut 06902-7747
(203) 316-1111
Attention: General Counsel
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 2002;
(b) The Company's Transition Report on Form 10-KT for the
transition period from October 1, 2002 to December 31, 2002;
(c) Amendment No. 1 on Form 10-K/A to the Company's Annual Report
for the year ended September 30, 2002;
(d) The description of the Company's Class A Common Stock
contained in its registration statement on Form 8-A filed on July 7, 1999 and in
its Form 8-K dated January 3, 2000, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or after the date of this registration statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement 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.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
This Item is not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware Law") provides
that a corporation may indemnify a director, officer, employee or agent made a
party to an action by reason of the fact that he was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation, against expenses actually and reasonably incurred, including
attorneys' fees, in connection with such action, if he acted in good faith and
in a
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manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware Law, the personal liability of a director to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. The Company's Bylaws provide that the Company shall indemnify its
officers and directors to the fullest extent permitted by Delaware Law against
all expense, liability and loss, including attorneys' fees, actually and
reasonably incurred and may purchase and maintain insurance against any
liability asserted and incurred by reason of serving as such, whether or not the
Company has the power to indemnify against such liability. The Company has
entered into indemnification agreements with its officers and directors
containing provisions which are in some respects broader than the specific
indemnification provisions contained in Delaware Law and which require that, to
the extent the Company maintains liability insurance applicable to officers or
directors, each officer and director shall be covered by such policies to the
same extent as are accorded the most favorably insured of the Company's officers
or directors, as the case may be.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions and agreements, the Company has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1(a) Amended and Restated Certificate of Incorporation of the
Company - July 16, 1999 (filed as Exhibit 3.1(a) to the
Company's Annual Report on Form 10-K for the year ended
September 30, 2000 (File No. 0-14443) and incorporated herein
by reference).
4.1(b) Certificate of Amendment of the Restated Certificate of
Incorporation - February 1, 2001 (filed as Exhibit 3.1(b) to
the Company's Annual Report on Form 10-K for the year ended
September 30, 2001 (File No. 0-14443) and incorporated herein
by reference).
4.2 Amended Bylaws of the Company as amended through April 14,
2000 (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 (File No.
0-14443) and incorporated herein by reference).
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Exhibit No. Description
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4.3 Form of Certificate for Common Stock, Class A - as of
February, 2001 (filed as Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended September 30, 2001
(File No. 0-14443) and incorporated herein by reference).
4.4 Amended and Restated Rights Agreement, dated as of August 31,
2002 (filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the year ended September 30, 2002 (File No.
0-14443) and incorporated herein by reference).
5.1* Opinion of Shipman & Goodwin LLP as to the legality of the
securities being registered.
23.1* Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
23.2* Consent of KPMG LLP.
24.1* Power of Attorney (included in the signature page of this
registration statement).
99.1* Gartner, Inc. 2003 Long-Term Incentive Plan.
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*Filed herewith.
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, as amended;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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 the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total value of
securities offered would not exceed that
which was registered) and any deviation from
the high or low 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 the registration
statement
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or any material change to such information
in the 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, as amended, that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to 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 Stamford, State of Connecticut on April 24, 2003.
GARTNER, INC.
By: /s/ MICHAEL D.FLEISHER
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Michael D. Fleisher
Chairman of the Board, Chief Executive Officer and
President
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POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature appears
below constitutes and appoints Michael D. Fleisher and Maureen E. O'Connell and
each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
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 same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, with full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, 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, of their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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Director and Chairman of the Board, Chief
/s/ MICHAEL D. FLEISHER Executive Officer and April 24, 2003
----------------------------------------------- President (Principal Executive Officer)
Michael D. Fleisher
Executive Vice President,
/s/ MAUREEN E. O'CONNELL Chief Financial and April 24, 2003
---------------------------------------------- Administrative Officer
Maureen E. O'Connell (Principal Financial and Accounting
Officer)
/s/ ANNE SUTHERLAND FUCHS Director April 24, 2003
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Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE Director April 24, 2003
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William O. Grabe
/s/ MAX D. HOPPER Director April 24, 2003
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Max D. Hopper
/s/ GLENN H. HUTCHINS Director April 24, 2003
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Glenn H. Hutchins
/s/ STEPHEN G. PAGLIUCA Director April 24, 2003
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Stephen G. Pagliuca
/s/ JAMES C. SMITH Director April 24, 2003
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James C. Smith
/s/ DAVID J. ROUX Director April 24, 2003
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David J. Roux
/s/ DENNIS G. SISCO Director April 24, 2003
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Dennis G. Sisco
/s/ MAYNARD G. WEBB, JR. Director April 24, 2003
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Maynard G. Webb, Jr.
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EXHIBIT INDEX
Exhibit No. Description
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4.1(a) Amended and Restated Certificate of Incorporation of the
Company - July 16, 1999 (filed as Exhibit 3.1(a) to the
Company's Annual Report on Form 10-K for the year ended
September 30, 2000 (File No. 0-14443) and incorporated herein
by reference).
4.1(b) Certificate of Amendment of the Restated Certificate of
Incorporation - February 1, 2001 (filed as Exhibit 3.1(b) to
the Company's Annual Report on Form 10-K for the year ended
September 30, 2001 (File No. 0-14443) and incorporated herein
by reference).
4.2 Amended Bylaws of the Company as amended through April 14,
2000 (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 (File No.
0-14443) and incorporated herein by reference).
4.3 Form of Certificate for Common Stock, Class A - as of
February, 2001 (filed as Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended September 30, 2001
(File No. 0-14443) and incorporated herein by reference).
4.4 Amended and Restated Rights Agreement, dated as of August 31,
2002 (filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the year ended September 30, 2002 (File No.
0-14443) and incorporated herein by reference).
5.1* Opinion of Shipman & Goodwin LLP as to the legality of the
securities being registered.
23.1* Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
23.2* Consent of KPMG LLP.
24.1* Power of Attorney (included in the signature page of this
registration statement).
99.1* Gartner, Inc. 2003 Long-Term Incentive Plan.
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*Filed herewith.