UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 SEPTEMBER 18, 2003 --------------------------------------------------- Date of Report (Date of earliest event reported) GARTNER, INC. --------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-14443 04-3099750 - --------------------------------------- -------------------------- ------------------------------------ (State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.) Incorporation) P.O. BOX 10212 56 TOP GALLANT ROAD STAMFORD, CT 06902-7747 - ---------------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) (203) 316-1111 - --------------------------------------------------------- (Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS EXHIBIT NO. DESCRIPTION - ----------------------- ----------------------------------------------------- 99.1 Press Release issued September 19, 2003 (solely furnished and not filed herewith pursuant to Item 9). 99.2 Reconciliation of free cash flow to Cash Provided by Operating Activities (solely furnished and not filed herewith pursuant to Item 9). ITEM 9. REGULATION FD DISCLOSURE On September 18, 2003, Gartner, Inc. ("Gartner") received notice from holders holding $300 million of original aggregate principal amount of 6% convertible subordinated notes of their decision to convert 100% of the outstanding notes into approximately 49 million shares of Gartner's Class A Common Stock. On September 19, 2003, Gartner issued a press release regarding the decision to convert. A copy of such press release is furnished (not filed) as Exhibit 99.1 hereto, and a reconciliation of certain non-GAAP financial measures presented therein is furnished (not filed) as Exhibit 99.2 hereto. The information in Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
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, Inc. Date: September 19, 2003 By: /s/ Michael D. Fleisher -------------------------- Michael D. Fleisher Chief Executive Officer
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------------------- ----------------------------------------------------- 99.1 Press Release issued September 19, 2003 (solely furnished and not filed herewith pursuant to Item 9). 99.2 Reconciliation of free cash flow to Cash Provided by Operating Activities (solely furnished and not filed herewith pursuant to Item 9).
EXHIBIT 99.1 GARTNER TO CONVERT $300 MILLION OF NOTES TO COMMON STOCK - ACTION WILL REDUCE DEBT TO ZERO, FURTHER STRENGTHENING BALANCE SHEET WITH NO IMPACT ON REPORTED EARNINGS PER SHARE - STAMFORD, Conn., Sept. 19, 2003-- Gartner, Inc. (NYSE: IT and ITB) ("Gartner" or the "Company"), the world's leading technology research and advisory firm, today said it has been notified by Silver Lake Partners ("SLP") and other noteholders of their decision to convert into Gartner's class A common stock the $300 million face amount of 6% convertible subordinated notes issued to them by Gartner in April 2000. Converting the notes into common shares will reduce Gartner's debt to zero and further strengthen its balance sheet without having any impact on the Company's reported earnings per share. The notes will be converted into approximately 49 million common shares, which underlying shares have been previously included in Gartner's fully diluted share count used for earnings per share calculations. Michael D. Fleisher, Chairman and Chief Executive Officer of Gartner, said: "We are very pleased that Silver Lake Partners has elected to convert the notes to stock, underscoring our shared commitment to value creation. Conversion will place us in a very strong financial position with a debt-free balance sheet, $167 million in cash, and significant free cash flow, which totaled $90 million over the past twelve months." Completion of the conversion process is subject to compliance with applicable regulatory requirements, including Hart-Scott-Rodino review, compliance with contractual provisions, and satisfaction of New York Stock Exchange listing requirements. ABOUT GARTNER Gartner, Inc. is a research and advisory firm that helps more than 10,000 clients leverage technology to achieve business success. Gartner's businesses are Research, Consulting, Measurement, Events and Executive Programs. Founded in 1979, Gartner is headquartered in Stamford, Conn., and has more than 3,800 associates, including approximately 1,000 research analysts and consultants, in more than 75 locations worldwide. Revenue for calendar year 2002 totaled $888 million. For more information, visit www.gartner.com. SAFE HARBOR STATEMENT This press release contains statements regarding the conversion of the notes held by SLP and others and the future financial condition of Gartner as a result of the conversion of the notes. These statements and all other statements in this release other than the recitation of historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include risks and uncertainties; consequently, actual results or events may differ materially from those expressed or implied thereby. Factors that
could cause actual results or events to differ materially from the forward-looking statements set forth herein include, but are not limited to: a change in the noteholders' determination to convert the notes; legal and other considerations; and Gartner's ability to capitalize on the reduction of its outstanding debt. Forward-looking statements included herein speak only as of the date hereof and Gartner disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances. Other risks may be found in Gartner's reports filed from time to time with the Securities and Exchange Commission, including the Company's Transitional Report on Form 10-KT for the three-month transitional period ended December 31, 2002. These filings can be found on Gartner's Web site at www.gartner.com/investors and the SEC's Web site at www.sec.gov. Investor Contact: Heather McConnell Vice President, Investor Relations +1 203 316 6768 heather.mcconnell@gartner.com www.gartner.com/investors Media Contact: Roy Winnick Kekst and Company +1-212-521-4842 roy-winnick@kekst.com
EXHIBIT 99.2 RECONCILIATION OF FREE CASH FLOW TO CASH PROVIDED BY OPERATING ACTIVITIES In our press release dated September 19, 2003, included in this 8-K as Exhibit 99.1, we disclosed free cash flow for the past twelve months. Free cash flow is not a financial measure under generally accepted accounting principles. Please see below for a reconciliation of free cash flow to Cash Provided by Operating Activities, which is a GAAP measure, in millions of dollars: Additions to Cash Property, Provided by Equipment & Free Operating Leasehold Cash Activities Improvements Flow ------------- ------------- ------- 12 months ending 6/30/03 $ 112 $ (22) $ 90 ============= ============= =======