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EXHIBIT 99.2
CERTIFICATE OF DESIGNATIONS OF RIGHTS,
PREFERENCES AND PRIVILEGES OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK AND SERIES B JUNIOR
PARTICIPATING PREFERRED STOCK
OF GARTNER GROUP, INC.
The undersigned, Michael D. Fleisher and Cathy S. Satz do hereby
certify:
1. That they are the duly elected and acting President and Secretary of
Gartner Group, Inc., a Delaware corporation (the "Corporation").
2. That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the said Corporation, the said Board of
Directors on February 9, 2000 adopted the following resolution creating a series
of 166,000 shares of Preferred Stock designated as Series A Junior Participating
Preferred Stock and a series of 84,000 shares of Preferred Stock designated as
Series B Junior Participating Preferred Stock.
"RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by the Certificate of Incorporation, the
Board of Directors does hereby provide for the issue of Series A Junior
Participating Preferred Stock and Series B Junior Participating Preferred
Stock of the Corporation (collectively, the "Junior Preferred Stock"), and
does hereby fix and herein state and express the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of such series of such stock as follows (all
terms used herein which are defined in the Certificate of Incorporation
shall be deemed to have the meanings provided herein):
Section 1. Designation and Amount. The shares of the two series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and "Series B Junior Participating Preferred Stock" (the
"Series B Preferred Stock"), respectively, each such series having par value
$0.01 per share, and the number of shares constituting each such series shall
be One Hundred Sixty Six Thousand (166,000) and Eighty Four Thousand (84,000),
respectively.
Section 2. Proportional Adjustment. In the event the Corporation shall at
any time after the issuance of any share or shares of Junior Preferred Stock (i)
declare any dividend on Common Stock of the Corporation ("Common Stock") payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Corporation shall simultaneously effect a proportional
adjustment to the number of outstanding shares of Series A Preferred Stock and
Series B Preferred Stock.
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Section 3. Dividends and Distributions.
(a) Subject to the prior and superior right of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock and Series B Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock and Series B
Preferred Stock shall each be equally entitled to receive when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the last day of March, June,
September and December, in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock or Series B Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock or
Series B Preferred Stock.
(b) The Corporation shall declare a dividend or distribution on the
Junior Preferred Stock as provided in paragraph (a) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock) and shall not pay a dividend or make a
distribution on the Series A Preferred Stock or the Series B Preferred Stock
without paying an equal dividend or distribution on each such series.
(c) Dividends shall begin to accrue on outstanding shares of Junior
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Junior Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Junior Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Junior Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Junior Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.
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Section 4. Voting Rights. The holders of shares of Junior Preferred Stock
shall have the following voting rights:
(a) Each share of Junior Preferred Stock shall entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the stockholders of
the Corporation, except that with respect to the election of directors, holders
of Junior Preferred Stock, voting together with the holders of Class A Common
Stock, shall be entitled to elect that number of directors which constitutes 20%
of the authorized number of members of the Board of Directors (or, if such 20%
is not a whole number, then the nearest lower whole number of directors that is
closest to 20% of such membership).
(b) Except as otherwise provided herein or by law, the holders of
shares of Junior Preferred Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of the
stockholders of the Corporation.
(c) Except as required by law, holders of Junior Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 5. Certain Restrictions.
(a) The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a
share of Junior Preferred Stock unless concurrently therewith it shall declare a
dividend on the Junior Preferred Stock as required by Section 3 hereof.
(b) Whenever quarterly dividends or other dividends or distributions
payable on the Junior Preferred Stock as provided in Section 3 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Junior Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Junior Preferred Stock;
(ii) declare or pay dividends on, make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with Junior Preferred Stock, except
dividends paid ratably on the Junior Preferred Stock and all such parity stock
on which dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Junior Preferred Stock,
provided that the Corporation may at any time redeem, purchase or
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otherwise acquire shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Junior Preferred Stock;
(iv) purchase or otherwise acquire for consideration any
shares of Junior Preferred Stock, or any shares of stock ranking on a parity
with the Junior Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
(c) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.
Section 6. Reacquired Shares. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein and, in the
Certificate of Incorporation, as then amended.
Section 7. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, the holders of shares of Junior
Preferred Stock shall be entitled to receive an aggregate amount per share equal
to 1000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock plus an amount equal to any accrued and unpaid dividends
on such shares of Junior Preferred Stock.
Section 8. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Junior Preferred Stock shall at the same time be similarly exchanged or changed
in an amount per share equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
Section 9. No Redemption. The shares of Junior Preferred Stock shall not
be redeemable.
Section 10. Ranking. The Junior Preferred Stock shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise.
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Section 11. Amendment. The Certificate of Incorporation of the Corporation
shall not be further amended in any manner which would materially alter or
change the powers, preference or special rights of the Junior Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of the
outstanding shares of Junior Preferred Stock, voting separately as a class.
Section 12. Fractional Shares. Junior Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Junior Preferred Stock.
RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of the Corporation be, and they
hereby are, authorized and directed to prepare and file a Certificate of
Designations of Rights, Preferences and Privileges in accordance with the
foregoing resolution and the provisions of Delaware law and to take such
actions as they may deem necessary or appropriate to carry out the intent
of the foregoing resolution.
We further declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Designations are true and correct of our own
knowledge.
Executed at Stamford, Connecticut on February 28, 2000.
/s/ Michael D. Fleisher
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President
/s/ Cathy S. Satz
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Secretary
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