1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 333-3888
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GARTNER GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 7372 04-3099750
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
P.O. BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(203) 964-0096
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN F. HALLIGAN
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER, TREASURER
AND CORPORATE SECRETARY
GARTNER GROUP, INC.
P.O. BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(203) 964-0096
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------
COPIES TO:
LARRY W. SONSINI, ESQ. ROBERT A. ROSENBAUM, ESQ.
HOWARD S. ZEPRUN, ESQ. ERIC M. NICHOLSON, ESQ.
MARTIN W. KORMAN, ESQ. DORSEY & WHITNEY LLP
JAMES E. WILLIAMS, ESQ. 220 SOUTH SIXTH STREET
WILSON SONSINI GOODRICH & ROSATI MINNEAPOLIS, MN 55402-1498
PROFESSIONAL CORPORATION (612) 340-2600
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
UPON CONSUMMATION OF THE MERGER DESCRIBED HEREIN.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
Eight of the Registrant's Second Amended Certificate of Incorporation (Exhibit
3.1 hereto) and Article VI of the Registrant's Bylaws (Exhibit 3.2 hereto)
provide for indemnification of its directors, officers, employees and other
agents to the maximum extent permitted by the Delaware Law. In addition, the
Registrant has entered into Indemnification Agreements (Exhibit 10.1 hereto)
with its officers and directors.
Commencing with the effectiveness of the Merger, the Registrant will either
cause J3 to, or will itself directly indemnify the current officers and
directors of J3 in accordance with J3's Bylaws in effect immediately before the
Merger to any action or inaction by such person prior to the Merger.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(A) EXHIBITS
3.1 Second Amended and Restated Certificate of Incorporation.*
3.2(2) Bylaws as amended.
4.1(2) Article III of Restated Certificate of Incorporation (See Exhibit 3.1).
4.2(2) Form of Certificate for Common Stock.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati (regarding legality of securities
being offered). (see page II-5).
10.1(2) Form of Indemnification Agreement.
10.2(2) Amended and Restated Registration Agreement dated March 19, 1993 among the
Registrant, The Dun & Bradstreet Corporation ("D&B") and Dun & Bradstreet
Enterprises, Inc.
10.3(2) Stockholder's Agreement dated as of March 19, 1993 by and between the Registrant
and D&B.
10.4(1) Lease dated December 29, 1994 by and between Soundview Farms and the Registrant
related to premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse
Road, Stamford, Connecticut.
10.6(2) Long Term Incentive Plan (Tenure Plan), including form of Employee Stock Purchase
Agreement.
10.7(3) 1991 Stock Option Plan, as amended, including form of Stock Option Agreement.
10.8(2) 1993 Director Stock Option Plan.
10.9(2) Employee Stock Purchase Plan.
10.10(4) 1994 Long Term Stock Option Plan.
10.11(1) Forms of Master Client Agreement.
10.12(2) Commitment Letter dated July 16, 1993 from The Bank of New York.
10.13(3) Commitment Letter dated July 5, 1994 from Chemical Connecticut Corporation.
10.14(2) Indemnification Agreement dated April 16, 1993 by and among the Registrant, D&B
and the Fund.
10.15(1) Research Sharing Agreement dated May 17, 1995 between Registrant and SoundView
Financial Group.
11.1(1) Computation of Net Income per Common Share.
13.1(1) Annual Report to Stockholders.
II-1
3
21.1(1) Subsidiaries of Registrant.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP
23.3 Report of Price Waterhouse LLP on Financial Statement Schedule.
25.1 Power of Attorney. (see page II-4).
99.1 Form of J3 Learning Corporation Proxy
- ---------------
* Previously filed.
(1) Incorporated by reference from the Gartner's Annual Report on Form 10-K,
dated as of December 21, 1995.
(2) Incorporated by reference from the Gartner's Registration Statement on Form
S-1, as amended, effective October 4, 1993.
(3) Incorporated by reference from Gartner's Registration Statement on Form S-8
as filed on November 3, 1994.
(4) Incorporated by reference from Gartner's Registration Statement on Form S-8
as filed on May 18, 1995.
(B) FINANCIAL STATEMENT SCHEDULE
GARTNER GROUP, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(ALL AMOUNTS IN THOUSANDS)
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER DEDUCTIONS END
OF YEAR EXPENSES ACCOUNTS(1) FROM RESERVE OF YEAR
---------- ---------- ----------- ------------ ----------
YEAR ENDED SEPTEMBER 30, 1993
Allowance for doubtful accounts and
returns and allowances.................. $2,803 $ 596 $ 65 $ 686 $2,778
====== ====== ==== ====== ======
YEAR ENDED SEPTEMBER 39, 1994
Allowance for doubtful accounts and
returns and allowances.................. $2,778 $1,345 $ 162 $ 854 $3,431
====== ====== ==== ====== ======
YEAR ENDED SEPTEMBER 30, 1995
Allowance for doubtful accounts and
returns and allowances.................. $3,431 $1,900 $ 27 $1,668 $3,690
====== ====== ==== ====== ======
- ---------------
(1) Allowances of $27,000, $162,000, and $65,000 assumed upon acquisitions of
entities in fiscal years 1995, 1994 and 1993, respectively.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements, management's discussion and analysis or notes thereto.
ITEM 22. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned Registrant undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
II-2
4
(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(4) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the 2nd day of July 1996.
GARTNER GROUP, INC
By: /s/ MANUEL A. FERNANDEZ
------------------------------------
Manuel A. Fernandez
President, Chief Executive Officer
and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, Manuel A.
Fernandez and John F. Halligan, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorney to any and
all amendments to said Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------- -------------
/s/ MANUEL A. FERNANDEZ President, Chief Executive Officer July 2, 1996
- ------------------------------------------ and Chairman of the Board (Principal
Manuel A. Fernandez Executive Officer)
/s/ JOHN F. HALLIGAN Executive Vice President, Chief July 2, 1996
- ------------------------------------------ Financial Officer, Treasurer and
John F. Halligan Corporation Secretary (Principal
Financial Officer)
/s/ WILLIAM O. GRABE Director July 2, 1996
- ------------------------------------------
William O. Grabe
/s/ MAX D. HOPPER Director July 2, 1996
- ------------------------------------------
Max D. Hopper
/s/ JOHN P. IMLAY, JR. Director July 2, 1996
- ------------------------------------------
John P. Imlay, Jr.
/s/ STEPHEN G. PAGLIUCA Director July 2, 1996
- ------------------------------------------
Stephen G. Pagliuca
/s/ DENNIS G. SISCO Director July 2, 1996
- ------------------------------------------
Dennis G. Sisco
II-4
6
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- -------- ------------------------------------------------------------------------ ------------
3.1 Second Amended and Restated Certificate of Incorporation.*..............
3.2(2) Bylaws as amended. .....................................................
4.1(2) Article III of Restated Certificate of Incorporation (See Exhibit
3.1). ..................................................................
4.2(2) Form of Certificate for Common Stock. ..................................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati (regarding legality of
securities being offered) (see page II-5). .............................
10.1(2) Form of Indemnification Agreement. .....................................
10.2(2) Amended and Restated Registration Agreement dated March 19, 1993 among
the Registrant, The Dun & Bradstreet Corporation ("D&B") and Dun &
Bradstreet Enterprises, Inc. ...........................................
10.3(2) Stockholder's Agreement dated as of March 19, 1993 by and between the
Registrant and D&B. ....................................................
10.4(1) Lease dated December 29, 1994 by and between Soundview Farms and the
Registrant related to premises at 56 Top Gallant Road, 70 Gatehouse
Road, and 88 Gatehouse Road, Stamford, Connecticut.Address(es): ........
10.6(2) Long Term Incentive Plan (Tenure Plan), including form of Employee Stock
Purchase Agreement. ....................................................
10.7(3) 1991 Stock Option Plan, as amended, including form of Stock Option
Agreement. .............................................................
10.8(2) 1993 Director Stock Option Plan. .......................................
10.9(2) Employee Stock Purchase Plan. ..........................................
10.10(4) 1994 Long Term Stock Option Plan. ......................................
10.11(1) Forms of Master Client Agreement. ......................................
10.12(2) Commitment Letter dated July 16, 1993 from The Bank of New York. .......
10.13(3) Commitment Letter dated July 5, 1994 from Chemical Connecticut
Corporation. ...........................................................
10.14(2) Indemnification Agreement dated April 16, 1993 by and among the
Registrant, D&B and the Fund. ..........................................
10.15(1) Research Sharing Agreement dated May 17, 1995 between Registrant and
SoundView Financial Group. .............................................
11.1(1) Computation of Net Income per Common Share. ............................
13.1(1) Annual Report to Stockholders. .........................................
21.1(1) Subsidiaries of Registrant. ............................................
23.1 Consent of Price Waterhouse LLP ........................................
23.2 Consent of Arthur Andersen LLP .........................................
23.3 Report of Price Waterhouse LLP on Financial Statement Schedule. ........
23.4 Consent of Coopers & Lybrand, LLP ......................................
25.1 Power of Attorney. (see page II-4). ....................................
99.1 Form of J3 Learning Corporation Proxy ..................................
- ---------------
* Previously filed.
(1) Incorporated by reference from the Gartner's Annual Report on Form 10-K,
dated as of December 21, 1995.
7
(2) Incorporated by reference from the Gartner's Registration Statement on Form
S-1, as amended, effective October 4, 1993.
(3) Incorporated by reference from Gartner's Registration Statement on Form S-8
as filed on November 3, 1994.
(4) Incorporated by reference from Gartner's Registration Statement on Form S-8
as filed on May 18, 1995.
1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion by reference in the Prospectus constituting
part of this Registration Statement on Form S-4 of Gartner Group, Inc. of our
report dated January 5, 1996 on our audits of the combined balanced sheets of
Dataquest Incorporated as of September 30, 1995, 1994, and 1993 and related
combined statements of operations, divisional equity and cash flows for the
years ended September 30, 1995, 1994, 1993, which appears on Exhibit A of
Gartner Group, Inc.'s report on Form 8-K/A, dated February 9, 1996.
COOPERS & LYBRAND LLP
San Jose, California
June 25, 1996
