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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)
August 27, 2004
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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 Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective August 27, 2004, pursuant to a Stock Purchase Agreement (the
"Agreement") dated as of June 17, 2004, by and among Gartner, Inc., a
corporation organized and existing under the laws of the State of Delaware
("Gartner"), and Silver Lake Partners, L.P., a Delaware limited partnership,
Silver Lake Investors, L.P., a Delaware limited partnership, and Silver Lake
Technology Investors, L.L.C., a Delaware limited liability company
(collectively, "Silver Lake"), Gartner repurchased an aggregate of 9,228,938
shares of its Common Stock, Class A, from Silver Lake at a purchase price of
$13.30 per share (the clearing price established by Gartner's recent tender
offer for Class A shares), for aggregate consideration of approximately
$122,744,875. Gartner used available cash to finance these purchases. After
giving effect to the repurchase, Silver Lake collectively owns approximately
44.2% of Gartner's Class A Shares and is affiliated with Directors Glenn H.
Hutchins and David J. Roux.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Stock Purchase Agreement, dated as of June 17, 2004 by and among Gartner
and Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake
Technology Investors, L.L.C., incorporated by reference from Gartner's Schedule
TO as filed with the Commission on June 22, 2004.
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: September 1, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement, dated as of June 17, 2004 by and among
Gartner and Silver Lake Partners, L.P., Silver Lake Investors,
L.P., and Silver Lake Technology Investors, L.L.C., incorporated
by reference from Gartner's Schedule TO as filed with the
Commission on June 22, 2004.