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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): March 22, 2000
GARTNER GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14443 04-3099750
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 21, 2000, Gartner Group, Inc. ("Gartner Group") acquired,
through an indirect wholly owned subsidiary, 90% of the equity of TechRepublic,
Inc., a Delaware corporation ("TechRepublic"), by way of merger of its indirect
subsidiary with and into TechRepublic, which was the surviving corporation in
the merger, pursuant to an Agreement and Plan of Reorganization by and among
Gartner Group, its acquisition subsidiary, TechRepublic, certain shareholders of
TechRepublic and the other parties thereto. The remaining 10% of the equity of
TechRepublic was retained by certain existing management and employee
shareholders of TechRepublic. The former shareholders of TechRepublic received
aggregate consideration of approximately $78.5 million in cash, a portion of
which is being held in escrow to support certain indemnification obligations of
TechRepublic. The purchase price was determined by arms'-length negotiation
among the parties.
TechRepublic's website, www.techrepublic.com, is a leading online
destination for information technology, or IT, professionals developed
exclusively by IT professionals. The website has more than 450,000 registered
members.
The acquisition will be accounted for as a purchase transaction. The
majority of the purchase price is comprised of goodwill, which will be amortized
over a three-year period.
Gartner Group financed the acquisition by drawing on its $500 million
working capital facility provided by a bank syndicate for which The Chase
Manhattan Bank N.A. acts as administrative agent.
The Press Release announcing the consummation of the acquisition is
attached to this Current Report on Form 8-K as Exhibit 99.1.
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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: April 4, 2000 By: /s/ Regina Paolillo
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Chief Financial Officer
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EXHIBIT INDEX
NO. DOCUMENT
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99.1 Press Release announcing the acquisition of TechRepublic Inc.
by Gartner Group, Inc., dated March 22, 2000.