SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GARTNER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3099750
(STATE OF INCORPORATION (IRS EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
POST OFFICE BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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CLASS A PREFERRED SHARE PURCHASE NEW YORK STOCK EXCHANGE
RIGHTS AND CLASS B PREFERRED
SHARE PURCHASE RIGHTS
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
Item 1 Description of Securities to be Registered.
On February 9, 2000, Gartner Group, Inc. (the "Company") adopted a Stockholder
Rights Plan and entered into an Agreement with Bank Boston, N.A. as Rights Agent
on February 10, 2000, which Agreement was amended by Amendment No. 1 to the
Rights Agreement, dated as of April 11, 2000, by and between the Company and
Fleet National Bank (f/k/a Bank Boston, N.A.) and further amended pursuant to
that certain Amended and Restated Rights Agreement, dated as of August 31, 2002,
by and between Gartner, Inc. and Mellon Investor Services LLC (as successor
Rights Agent of Fleet National Bank) (collectively, the "Rights Agreement"). In
connection with the Rights Plan, the Company's Board of Directors declared a
dividend of one Class A Preferred Share Purchase Right (a "Class A Right") to
purchase one one-thousandth share of the Company's Series A Junior Participating
Preferred Stock ("Series A Junior Preferred") for each outstanding share of the
Company's Class A Common Stock ("Class A Common Share") and one Class B
Preferred Share Purchase Right (a "Class B Right") to purchase one
one-thousandth share of the Company's Series B Junior Participating Preferred
Stock ("Series B Junior Preferred") for each outstanding share of the Company's
Class B Common Stock, ("Class B Common Share") (collectively, the "Rights"). The
record date for the dividend is as of the close of business on February 25,
2000. Each Class A Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Preferred at an
exercise price of ninety dollars ($90.00) (the "Purchase Class A Price"), and
each Class B Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series B Junior Preferred at an exercise price
of ninety dollars ($90.00) (the "Purchase Class B Price"), subject in each case
to adjustment.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined below).
Separate Certificates for the Rights ("Rights Certificates") will not be sent to
shareholders until the Distribution Date. Until the Distribution Date, the Class
A Rights and Class B Rights will attach to and trade together with the Class A
Common Shares and Class B Common Shares, respectively. Accordingly, Common Share
certificates outstanding on the Record Date will evidence the Rights related
thereto, and Common Share certificates issued after the Record Date will contain
a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for Common Shares outstanding as of
the Record Date, will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates will be
issued and the Rights will become exercisable upon the earlier of: (a) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of (i) 20% or more of the outstanding Class A
Common Shares, or (ii) 20% of more of the outstanding Class B Common Shares, or
(iii) 20% of the aggregate of the Class A Common Shares and the Class B Common
Shares (each, a "Threshold Amount") or (b) 10 business days following the
commencement of, or announcement of a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of a Threshold Amount. The earliest of such dates is referred to as the
"Distribution Date."
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Exclusion of Certain Investors
The Rights Agreement provides that, in certain circumstances, the acquisition or
ownership of a Threshold Amount by an "Excepted Person" will not result in the
Rights becoming exercisable. In general terms, a person will be an Excepted
Person if they own as passive investors 20% or more of the Class A Common Shares
or Class B Common Shares at the time the Rights Agreement is entered into. A
person will continue to be an Excepted Person after such date so long as the
person continues to be a passive investor in the Company, does not increase his
ownership of the applicable class of Common Shares by more than 1% and does not
reduce his ownership of such shares below 19% of such class.
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. All Common
Shares issued prior to the Distribution Date will be issued with Rights. The
Rights will expire on the earliest of (i) February 25, 2010 (the "Final
Expiration Date") or (ii) redemption or exchange of the Rights as described
below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events described
below, holders of the Rights will be entitled to receive, upon exercise and the
payment of the Class A Purchase Price or the Class B Purchase Price, as the case
may be, one one-thousandth of a share of the Series A Junior Preferred (in the
case of a Class A Right) or one one-thousandth of a share of the Series B Junior
Preferred (in the case of a Class B Right). In the event that the Company does
not have sufficient Series A Junior Preferred or Series B Junior Preferred
available for all Rights to be exercised, or the Board decides that such action
is necessary and not contrary to the interests of Rights holders, the Company
may instead substitute cash, assets or other securities for the Series A Junior
Preferred and the Series B Junior Preferred for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy Company Common Shares
Unless the Rights have been redeemed, in the event that an Acquiring Person
becomes the beneficial owner of a Threshold Amount, then each holder of a Right
which has not been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will have the right to receive,
upon exercise, Class A Common Shares (in the case of Class A Rights) or Class B
Common Shares (in the case of Class B Rights) having a value equal to two times
the Class A Purchase Price or Class B Purchase Price, respectively. Rights are
not exercisable following the occurrence of an event as described above until
such time as the Rights are no longer redeemable by the Company as set forth
below.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are redeemed, if, after an Acquiring Person becomes
the beneficial owner of a Threshold Amount, (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), proper provision must be made
so that each holder of a Right which has not been exercised (other than Rights
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beneficially owned by the Acquiring Person, which will thereafter be void) will
have the right to receive, upon exercise, shares of common stock of the
acquiring company having a value equal to two times the Class A Purchase Price
or the Class B Purchase Price, as the case may be.
Exchange Provision
At any time after the acquisition by an Acquiring Person of a Threshold Amount
and prior to the acquisition by such Acquiring Person of 50% or more of the
Company's outstanding Class A Shares or Class B Shares, the Board of Directors
of the Company may exchange the Class A Rights and the Class B Rights (other
than Rights owned by the Acquiring Person), in whole or in part, at an exchange
ratio of one Class A Common Share per Class A Right and one Class B Common Share
per Class B Right.
Redemption
At any time on or prior to the close of business on the earlier of (i) the
Distribution Date, or (ii) the Final Expiration Date of the Rights, the Company
may, at its option and with the approval of the Board of Directors, redeem the
Rights in whole, but not in part, at a price of $0.001 per Right.
Adjustments to Prevent Dilution
The Class A Purchase Price and the Class B Purchase Price payable, the number of
Class A Rights and Class B Rights, and the number of Series A Junior Preferred
and Series B Junior Preferred or Class A Common Shares or Class B Common Shares
or other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time in connection with the dilutive issuances by the
Company as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Class A Purchase Price or Class B Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common Share will be
issued upon exercise of a Right and in lieu thereof, an adjustment in cash will
be made based on the market price of the Class A Common Shares (in the case of a
Class A Right) or the Class B Common Shares (in the case of a Class B Right) on
the last trading date prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company (other than any rights resulting from such holder's
ownership of Common Shares), including, without limitation, the right to vote or
to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended in any respect
without the consent of the Rights holders on or prior to the Distribution Date;
thereafter, the terms of the Rights and the Rights Agreement may be amended
without the consent of the Rights holders in order to cure any ambiguities or to
make changes which do not adversely affect the interests of Rights holders
(other than the Acquiring Person).
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Rights and Preferences of the Series A Junior Preferred and the Series B Junior
Preferred
Each one one-thousandth of a share of Series A Junior Preferred and each one
one-thousandth of a share of Series B Junior Preferred has rights and
preferences substantially equivalent to those of one Class A Common Share and
one Class B Common Share, respectively.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize the value
of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquirer to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
stockholders of a full opportunity to evaluate an offer in light of the long
term prospects of the Company. The Rights have been declared by the Board in
order to deter such tactics, including a gradual accumulation of shares in the
open market of a Threshold Amount or greater position to be followed by a merger
or a partial or two-tier tender offer that does not treat all stockholders
equally. These tactics unfairly pressure stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.
The Rights are not intended to prevent a takeover of the Company and will not do
so. Since, subject to the restrictions described above, the Company may redeem
the Rights prior to the Distribution Date, the Rights should not interfere with
any merger or business combination approved by the Board of Directors.
Issuance of the Rights does not weaken the financial strength of the Company or
interfere with its business plans. The issuance of the Rights themselves has no
dilutive effect, will not affect reported earnings per share, should not be
taxable to the Company or to its shareholders, and will not change the way in
which the Company's shares are presently traded. The Company's Board of
Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
The Rights may have the effect of rendering more difficult or discouraging an
acquisition of the Company deemed undesirable by the Board of Directors. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company's Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
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Item 2. Exhibits.
1. Rights Agreement, dated as of February 10, 2000 between Gartner Group, Inc.,
and Bank Boston, N.A., including the exhibits attached thereto. *
2. Amendment No. 1 dated as of April 11, 2000 to the Rights Agreement dated as
of February 10, 2000 by and between Gartner Group, Inc. and Fleet National Bank
(f/k/a Bank Boston, N.A.). **
3. Amended and Restated Rights Agreement, dated as of August 31, 2002, by and
between Gartner, Inc. and Mellon Investor Services LLC (as successor Rights
Agent of Fleet National Bank). ***
4. Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of
August 31, 2002, by and between Gartner, Inc. and Mellon Investor Services LLC
(as successor Rights Agent of Fleet National Bank), dated June 30, 2003, by and
between Gartner, Inc. and Mellon Investor Services LLC.
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* Filed as Exhibit 1 to the Company's Registration Statement on Form 8-A filed
March 7, 2000.
** Filed as Exhibit 2 to Amendment No. 1 to the Company's Registration Statement
on Form 8-A filed May 18, 2000.
*** Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K filed
December 27, 2002.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
GARTNER, INC.
By: /s/ Michael D. Fleisher
Print Name: Michael D. Fleisher
Title: Chief Executive Officer
Date: June 30, 2003
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EXHIBIT INDEX
Exhibit No. Description
4 Amendment No. 1 to the Amended and Restated Rights Agreement,
dated as of August 31, 2002, by and between Gartner, Inc. and
Mellon Investor Services LLC (as successor Rights Agent of Fleet
National Bank), dated June 30, 2003, by and between Gartner,
Inc. and Mellon Investor Services LLC.
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