As filed with the Securities and Exchange Commission on June 26, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.)
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06904-2212
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Gartner, Inc. 2002 Employee Stock Purchase Plan
(FULL TITLE OF THE PLAN)
Regina M. Paolillo
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)
(203) 316-1111
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Thomas A. Klee, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, Connecticut 06103
(860) 251-5000
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
---------------- ---------- ------------ -------------- ----------------
Class A Common Stock, par
value $0.0005.......... 4,000,000 $10.05 $40,200,000 $3,698.40
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 based on the
average of the high and low prices reported on the New York Stock Exchange
on June 25, 2002.
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 2002 Employee Stock Purchase 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. The Company shall provide to participants a written statement
advising them of the availability without charge, upon written or oral request,
of documents incorporated by reference herein, as is required by Item 2 of Part
I of Form S-8.
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, 2001;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 2001 and March 31, 2002; and
(c) 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 thereof 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
II-1
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
----------- -----------
4.1(a) Amended and Restated Certificate of Incorporation of the
Company - July 16, 1999 (filed as Exhibit 3.1a 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 3.1b 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 May 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).
II-2
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).
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. 2002 Employee Stock Purchase Plan.
*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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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
II-3
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.
II-4
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 June 21, 2002.
GARTNER, INC.
By: /s/ MICHAEL D. FLEISHER
--------------------------------
Michael D. Fleisher
Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Michael D. Fleisher and Regina M.
Paolillo 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
--------- ----- ----
/s/MICHAEL D. FLEISHER Director and Chairman of the Board, June 21, 2002
--------------------------
Michael D. Fleisher Chief Executive Officer and
President (Principal Executive
Officer)
/s/ REGINA M. PAOLILLO Executive Vice President Corporate June 21, 2002
--------------------------
Regina M. Paolillo Services and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ANNE SUTHERLAND FUCHS Director June 19, 2002
--------------------------
Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE Director June 21, 2002
--------------------------
William O. Grabe
Director
--------------------------
Max D. Hopper
II-5
SIGNATURE TITLE DATE
--------- ----- ----
Director
--------------------------
Glenn H. Hutchins
Director
--------------------------
Stephen G. Pagliuca
/s/ KENNETH ROMAN Director June 22, 2002
--------------------------
Kenneth Roman
/s/ DAVID J. ROUX Director June 20, 2002
--------------------------
David J. Roux
/s/ DENNIS G. SISCO Director June 14, 2002
--------------------------
Dennis G. Sisco
/s/ MAYNARD G. WEBB, JR. Director June 21, 2002
--------------------------
Maynard G. Webb, Jr.
II-6
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1(a) Amended and Restated Certificate of Incorporation of the
Company - July 16, 1999 (filed as Exhibit 3,1a 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 3.1b 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 May 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).
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. 2002 Employee Stock Purchase Plan.
*Filed herewith.