Gartner 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2011
(Exact name of registrant as specified in its charter)
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7700
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On February 17, 2011, Gartner, Inc., a Delaware corporation (the Company), entered into an Underwriting Agreement (the Underwriting Agreement), by and among the Company, ValueAct Capital Master Fund, L.P. (ValueAct Capital) and Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. (as the Underwriters), related to the sale by ValueAct Capital of an aggregate of 8,000,000 shares of the Companys common stock (plus, at the option of the Underwriters, an additional 1,200,000 shares to cover over-allotments, if any) (the Offering). The Offering is being made pursuant to the Companys Registration Statement on Form S-3ASR (Registration No. 333-172266), which was previously filed with the Securities and Exchange Commission. The Company will not receive any of the proceeds from the sale of the shares of the Companys common stock by ValueAct Capital.
The Underwriting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.
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.
Date: February 18, 2011