As filed with the Securities and Exchange Commission on August 2, 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. 1999 Stock Option 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.............. 3,500,000 $8.12 $28,420,000 $2,614.64
(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 July 31, 2002.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus relating
to the securities registered under this Registration Statement also relates to
Registration Statement No. 333-30546, filed February 16, 2000.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement relates to the registration of additional
shares of Class A Common Stock, par value $0.0005 per share, of Gartner, Inc.,
the same class of securities as registered on Form S-8 for Gartner, Inc. 1999
Stock Option Plan, Registration Statement No. 333-30546. The contents of the
prior Registration Statement are incorporated in this Registration Statement by
reference.
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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 July 25, 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, July 25, 2002
------------------------------------------ Chief Executive Officer and
Michael D. Fleisher President (Principal Executive
Officer)
/s/ REGINA M. PAOLILLO Executive Vice President Corporate July 25, 2002
------------------------------------------ Services and Chief Financial Officer
Regina M. Paolillo (Principal Financial and Accounting
Officer)
/s/ ANNE SUTHERLAND FUCHS Director July 25, 2002
------------------------------------------
Anne Sutherland Fuchs
/s/ WILLIAM O. GRABE Director July 25, 2002
------------------------------------------
William O. Grabe
/s/ MAX D. HOPPER Director July 25, 2002
------------------------------------------
Max D. Hopper
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/s/ GLENN H. HUTCHINS Director July 25, 2002
------------------------------------------
Glenn H. Hutchins
/s/ STEPHEN G. PAGLIUCCA Director July 25, 2002
------------------------------------------
Stephen G. Pagliuca
/s/ KENNETH ROMAN Director July 25, 2002
------------------------------------------
Kenneth Roman
/s/ DAVID J. ROUX Director July 25, 2002
------------------------------------------
David J. Roux
/s/ DENNIS G. SISCO Director July 25, 2002
------------------------------------------
Dennis G. Sisco
/s/ MAYNARD G. WEBB, JR. Director July 25, 2002
------------------------------------------
Maynard G. Webb, Jr.
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
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. 1999 Stock Option Plan.
*Filed herewith.