SC TO-I/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
To
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
Gartner, Inc.
(Name of Subject Company (Issuer) and Name of Filing Person
(Offeror))
Options to Purchase Common Stock, Par Value $0.0005 Per
Share
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Lewis G. Schwartz, Esq.
General Counsel
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7700
Tel: (203) 316-1111
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing
persons)
Copies to:
Larry W. Sonsini, Esq.
Robert Sanchez, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94303
Tel: (650) 493-9300
CALCULATION OF FILING FEE
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| Transaction Valuation |
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Amount of Filing Fee(1) |
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$7,146,711* |
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$841.17 |
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Calculated solely for the purpose of estimating the filing fee.
This amount is based upon the aggregate purchase price of
options to purchase shares of Common Stock being solicited in
this offer. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing. |
Amount Previously Paid: Not
Applicable.
Form or Registration No.: Not
Applicable.
Filing Party: Not Applicable.
Date Filed: Not Applicable.
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
o third-party
tender offer subject to Rule 14d-1.
þ issuer
tender offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing fee is a final amendment
reporting the results of the tender
offer: o
This Amendment No. 3 amends and supplements the Tender
Offer Statement on Schedule TO (the
“Schedule TO”) filed by Gartner, Inc., a Delaware
corporation (“Gartner” or the “Company”),
with the Securities and Exchange Commission on August 22,
2005, as amended and supplemented by Amendment No. 1 to the
Schedule TO filed by Gartner on September 6, 2005 and
Amendment No. 2 to the Schedule TO filed by Gartner on
September 12, 2005, relating to the offer by the Company to
purchase (the “Option Repurchase”) certain options to
purchase shares of the Company’s common stock, whether
vested or unvested, that have been granted under its 1991 Stock
Option Plan, 1994 Long Term Stock Option Plan, 1996 Long Term
Stock Option Plan, 1998 Long Term Stock Option Plan or 1999
Stock Option Plan, with exercise prices greater than
$12.95 per share (the “Eligible Options”) and
that are held by eligible employees. These Eligible Options may
be cancelled in exchange for a cash payment equal to the value
of the outstanding and vested portion of each such option, upon
the terms and subject to the conditions set forth in
(i) the Offer to Purchase, dated August 22, 2005 (the
“Offer to Exchange”) and (ii) the Election
Agreement. An “eligible employee” refers to all
persons who are current or former employees of the Company and
who are or were employed Australia, Austria, Belgium, Brazil,
Canada, Denmark, France, Germany, Hong Kong, Ireland, Italy,
Japan, Netherlands, New Zealand, Norway, Singapore, South Korea,
Sweden, Switzerland, Taiwan, United Kingdom, or the United
States.
This Amendment No. 3 reflects amendments which were made to
pages ii, 2, 17, 23, 24 and 25 of the Offer to
Purchase attached to the Schedule TO as
Exhibit (a)(1)(A) and to Exhibit (a)(5)(E) of the
Schedule TO.
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Pages ii, 2, 17 and 23 of the Offer to Purchase have been
amended to indicate that the cash payment will be made promptly
“in your next available payroll cycle” after the
expiration of the offer. |
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Page 24 of the Offer to Purchase has been amended to delete
“, or otherwise materially impair in any way the reasonably
anticipated direction of Gartner’s business or the business
of any of our subsidiaries.” |
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Page 24 of the Offer to Purchase has been amended to delete
“Our failure at any time to exercise any of these rights
will not be deemed a waiver of any such rights, except that it
will be deemed to be a waiver with respect to the particular
facts and circumstances at issue. The waiver of any of these
rights with respect to particular facts and circumstances will
not be deemed a waiver with respect to any other facts and
circumstances.” |
Exhibit (a)(5)(E) to the Schedule TO has been amended
to indicate that the cash payment will be made “in your
next available payroll cycle” after delivery of the Promise
of Payment.
This Amendment No. 3 to the Schedule TO is filed in
satisfaction of the reporting requirements of
Rule 13e-4(c)(3) promulgated under the Securities Exchange
Act of 1934, as amended.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
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GARTNER, INC. |
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/s/ Christopher Lafond |
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Christopher Lafond |
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Executive Vice President and Chief Financial Officer |
Date: September 16, 2005
2
INDEX TO EXHIBITS
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| Exhibit Number |
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Description |
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(a)(1)(A)
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Offer to Purchase, dated August 22, 2005 |
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(a)(1)(B)*
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Form of Election Agreement |
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(a)(1)(C)*
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Option to Purchase website pages |
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(a)(1)(D)*
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Form of Addendum |
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(a)(2)-(4)
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Not applicable |
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(a)(5)(A)*
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Letter to Eligible Employees, dated August 22, 2005 |
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(a)(5)(B)*
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Employee Communications |
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(a)(5)(C)*
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Letter to Eligible Employees, dated September 9, 2005 |
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(a)(5)(D)*
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Updated Reminder Notice |
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(a)(5)(E)
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Promise of Payment |
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(b)
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Not applicable |
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(d)(1)*
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1991 Stock Option Plan |
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(d)(2)*
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1994 Long Term Stock Option Plan |
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(d)(3)*
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1996 Long Term Stock Option Plan |
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(d)(4)*
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1998 Long Term Stock Option Plan |
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(d)(5)*
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1999 Stock Option Plan |
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(e)
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Not applicable |
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(f)
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Not applicable |