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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): February 9, 2000
GARTNER GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14443 04-3099750
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Post Office Box 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 316-1111
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ITEM 5. OTHER EVENTS.
On February 9, 2000, the Board of Directors of Gartner Group, Inc. (the
"Company") adopted a stockholder rights plan, pursuant to which it declared a
dividend of one Class A Preferred Share Purchase Right (a "Class A Right") and
one Class B Preferred Share Purchase Right (a "Class B Right") (collectively,
the "Rights") for each outstanding share of Class A Common Stock (a "Class A
Common Share") and each outstanding share of Class B Common Stock (a "Class B
Common Share"), respectively, payable to holders of record of the Common Stock
on February 25, 2000. In connection with the stockholder rights plan, the
Company entered into a Rights Agreement with Bank Boston, N.A., as Rights Agent,
dated February 10, 2000 (the "Rights Agreement"), and filed a duly adopted
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and Series B Junior Participating Preferred Stock
of the Company (the "Series A Preferred Shares" and the "Series B Preferred
Shares," respectively, and collectively, the "Preferred Shares"), with the
Delaware Secretary of State.
As more fully described in the Rights Agreement, each Class A Right and
each Class B Right, when exercisable, entitles the registered holder to purchase
from the Company one one-thousandth of a Series A Preferred Share (in the case
of a Class A Right) and one one-thousandth of a Series B Preferred Share (in the
case of a Class B Right) at a price of $90 per one one-thousandth per Preferred
Share, subject to adjustment. The Rights become exercisable upon the earlier of:
(i) 10 days following a public announcement that a person or group of affiliated
or associated persons (an "has acquired or obtained the right to acquire
beneficial ownership of (a) 20% or more of the outstanding Class A Common
Shares, or (b) 20% or more of the outstanding Class B Common Shares, or (c) 15%
of the aggregate of the Common Shares (each, a "Threshold Amount") or (ii) 10
business days following the commencement of, or announcement of, a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person of a Threshold Amount (the "Distribution Date"). The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on February 25, 2010, unless earlier redeemed by the Company.
The Rights are not exercisable by the person or group that acquires a Threshold
Amount or commences a tender or exchange offer for a Threshold Amount.
Additionally, stockholders who currently own Company stock in excess of a
Threshold Amount will not cause the Rights to become exercisable based on their
current ownership.
At any time prior to the earlier to occur of: (i) the Distribution
Date; or (ii) the expiration of the Rights, and other certain other
circumstances, the Company may redeem the Rights in whole, but not in part, at a
price of $0.001 per Right payable, at the Company's election, in cash or in
Class A Common Shares (in the case of Class A Rights) or Class B Common Shares
(in the case of Class B Rights) (the "Redemption Price").
The Rights Agreement, the Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Shares and Series B Junior
Participating Preferred Shares and the Press Release announcing the adoption of
the shareholders rights plan are attached to this Current Report on Form 8-K as
Exhibits 99.1, 99.2 and 99.3, respectively.
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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 GROUP, INC.
Dated: March 1, 2000 By: /s/ Michael D. Fleisher
President and Chief Executive Officer
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EXHIBIT INDEX
NO. DOCUMENT
99.1 Rights Agreement, dated as of February 10, 2000, between
Gartner Group, Inc. and Bank Boston, N.A., as Rights Agent,
with related exhibits.
99.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock and Series B Junior
Participating Preferred Stock of the Company, effective March
1, 2000.
99.3 Press Release announcing adoption of shareholder rights plan
by Board of Directors of the Company, dated February 9, 2000.