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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)
DECEMBER 26, 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 File Number) (IRS Employer
Incorporation) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 27, 2004 Gartner, Inc., a Delaware corporation ("Gartner")
announced it has entered into an Agreement and Plan of Merger, dated as of
December 26, 2004 (the "Merger Agreement"), by and among Gartner, Green Falcon,
Inc., a Delaware corporation and a wholly-owned subsidiary of Gartner ("Sub")
and META Group, Inc., a Delaware corporation ("META") pursuant to which Sub will
be merged with and into META (the "Merger"), with META surviving the Merger as a
wholly owned subsidiary of Gartner. The aggregate value of the transaction is
approximately $162 million. The purchase price will be paid in cash at closing.
The transaction has been approved by both companies' boards of directors
and is subject to the approval of META's stockholders, regulatory approvals and
customary closing conditions.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 26, 2004, by and among
Gartner, Green Falcon, Inc. and META.
99.1 Press Release, dated December 27, 2004, announcing the Merger.
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: December 27, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of December 26, 2004, by and among Gartner,
Green Falcon, Inc. and META.
99.1 Press Release, dated December 27, 2004, announcing the Merger.