GARTNER, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 |
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$7,146,521*
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$841.15* |
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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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o |
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:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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
SCHEDULE TO
This tender offer statement on Schedule TO is filed by
Gartner, Inc., a Delaware corporation (Gartner), in
connection with its offer to purchase 7,663,384 options to
purchase shares of its Common Stock, par value $0.0005 per
share, at the prices set forth under Section 1 of the Offer
to Purchase dated August 22, 2005 (the Offer to
Purchase), which is incorporated herein by reference.
This offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, which, as may be
amended or supplemented from time to time, constitutes the
offer, and which is filed as an exhibit hereto. This
Schedule TO is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange
Act of 1934.
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Item 1. |
Summary Term Sheet. |
The information set forth under Summary Term Sheet
in the Offer to Purchase, attached hereto as
Exhibit (a)(1)(A), is incorporated herein by reference.
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Item 2. |
Subject Company Information. |
(a) The name of the issuer is Gartner, Inc., a Delaware
corporation, and the address of its principal executive office
is P.O. Box 10212, 56 Top Gallant Road, Stamford, CT
06902-7700. Gartner Inc.s telephone number is
(203) 316-1111. The information set forth in the Offer to
Purchase under Section 11, Information Concerning the
Company, is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates
to an offer by Gartner to certain holders of outstanding options
(Option Shares) to purchase its Common Stock under
Gartners 1991 Stock Option Plan, 1994 Long Term Stock
Option Plan, 1996 Long Term Stock Option Plan, 1998 Long Term
Stock Option Plan and 1999 Stock Option Plan (collectively, the
Plans) to cancel their outstanding options in
exchange for the amount of cash set forth in Section 1 of
the Offer to Purchase and upon the terms and subject to the
conditions described in the Offer to Purchase, the Election
Agreement attached hereto as Exhibit (a)(1)(B) and Summary
of Terms attached hereto in Exhibit (a)(1)(A).
This offer is open to eligible current or former employees of
Gartner that hold options that have not expired as of
September 19, 2005. The information set forth in the Offer
to Purchase under Summary Term Sheet,
Section 2, Number of Options; Expiration Date,
Section 6, Acceptance of Eligible Options and Payment
of Purchase Price and Section 10, Source and
Amount of Consideration is incorporated herein by
reference.
(c) There is no established trading market for the
securities.
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Item 3. |
Identity and Background of Filing Person. |
(a) The information set forth under Item 2(a) above is
incorporated herein by reference.
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Item 4. |
Terms of the Transaction. |
(a) The information set forth in the Offer to Purchase
under Summary Term Sheet, Section 1,
Eligibility; Price, Section 2, Number of
Options; Expiration Date, Section 4, Procedures
for Electing to Participate in the Repurchase Program,
Section 5, Withdrawal Rights, Section 6,
Acceptance of Eligible Options and Payment of Purchase
Price, Section 8, Conditions of the Repurchase
Program, Section 10, Source and Amount of
Consideration, Section 13, Status of Options
Acquired by Us in the Repurchase Program; Accounting
Consequences of the Repurchase Program, Section 14,
Legal Matters; Regulatory Approvals,
Section 15, Material U.S. Federal Income Tax
Consequences, Section 16, Extension of
Repurchase Program; Termination; Amendment and
Appendices A through U attached thereto, is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
under Section 12, Interests of Directors and
Officers; Transactions and Arrangements Concerning the
Options is incorporated herein by reference.
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Item 5. |
Past Contacts, Transactions, Negotiations and
Arrangements. |
(a) The information set forth in the Offer to Purchase
under Section 12, Interests of Directors and
Officers; Transactions and Arrangements Concerning the
Options is incorporated herein by reference.
(b) Not applicable.
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Item 6. |
Purposes of the Transaction and Plans or Proposals. |
(a) The information set forth in the Offer to Purchase
under Section 3, Purpose of the Repurchase
Program is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
under Section 6, Acceptance of Eligible Options and
Payment of Purchase Price and Section 13,
Status of Options Acquired by Us in the Repurchase
Program; Accounting Consequences of the Repurchase Program
is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase
under Section 3, Purpose of the Repurchase
Program is incorporated herein by reference.
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Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) The information set forth in the Offer to Purchase
under Section 10, Source and Amount of
Consideration and Section 17, Fees and
Expenses is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
under Section 8, Conditions of the Repurchase
Program is incorporated herein by reference.
(d) Not applicable.
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Item 8. |
Interest in Securities of the Subject Company. |
(a) Not applicable.
(b) The information set forth in the Offer to Purchase
under Section 12, Interests of Directors and
Officers; Transactions and Arrangements Concerning the
Options is incorporated herein by reference.
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Item 9. |
Person/ Assets, Retained, Employed, Compensated or
Used. |
(a) Not applicable.
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Item 10. |
Financial Statements. |
(a) The information set forth in the Offer to Purchase
under Section 19, Financial Statements is
incorporated herein by reference. The annual report on Form 10-K
and quarterly report on 10-Q of Gartner can be accessed
electronically on the Securities and Exchange Commissions
website at http://www.sec.gov.
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Item 11. |
Additional Information. |
(a) The information set forth in the Offer to Purchase
under Section 12, Interests of Directors and
Officers; Transactions and Arrangements Concerning the
Options and Section 14, Legal Matters;
Regulatory Approvals is incorporated herein by reference.
(b) Not applicable.
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(a)(1)(A)
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Offer to Purchase, dated August 22, 2005 |
(a)(1)(B)
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Form of Election Agreement |
(a)(1)(C)
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Option to Purchase website pages |
(a)(1)(D)
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Form of Addendum |
(a)(1)(E)
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Form of PIN Notification |
(a)(2)-(4)
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Not applicable |
(a)(5)(A)
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Letter to Eligible Employees, dated August 22, 2005 |
(a)(5)(B)
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Employee Communications |
(b)
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Not applicable |
(d)(1)
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1991 Stock Option Plan |
(d)(2)
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1994 Long Term Stock Option Plan |
(d)(3)
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1996 Long Term Stock Option Plan |
(d)(4)
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1998 Long Term Stock Option Plan |
(d)(5)
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1999 Stock Option Plan |
(e)
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Not applicable |
(f)
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Not applicable |
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Item 13. |
Information Required by Schedule 13e-3. |
(a) Not applicable.
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 |
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Chief Financial Officer |
Date: August 22, 2005
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)(1)(E) |
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Form of PIN Notification |
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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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(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 |