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
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Date of Report (Date of earliest event reported)
GARTNER, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-14443 04-3099750
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(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
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(Address of Principal Executive Offices, Including Zip Code)
(203) 316-1111
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(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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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
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Michael D. Fleisher
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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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).