<PAGE> 1
As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
GARTNER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3099750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------------------
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06904-2212
(Address of Principal Executive Offices) (Zip Code)
-----------------------
Gartner Group, Inc. 1998 Long Term Stock Option Plan
(Full title of the plan)
-----------------------
Michael D. Fleisher
Chief Financial Officer and Executive Vice President-
Finance and Administration
Gartner Group, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06904-2212
(Name and address of agent for service)
-----------------------
(203) 964-0096
(Telephone number, including area code, of agent for service)
-----------------------
Copy to:
Michael J. Palmieri, Esq.
Shipman & Goodwin LLP
One Landmark Square
Stamford, CT 06901
(203) 324-8100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be to be Price per Offering Registration
Registered Registered Share Price (1) Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Class A, par 1,967,500 shares $23.899 $47,021,283 $13,072
value $0.0005 (currently
oustanding options) (1)
- ---------------------------------------------------------------------------------------------
Common Stock, Class A, par 466,000 shares $19.3125 $ 8,999,625 $ 2,502
value $0.0005 (allocated
shares of restricted
stock) (2)
- ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
<TABLE>
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Class A, par 66,500 shares $19.3125 $ 1,284,281 $ 357
value $0.0005 (shares
available for future
issuance) (2)
- ---------------------------------------------------------------------------------------------
Total $15,931
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 457(h), the computation is based on the weighted
average exercise price per share of $23.899 as to 1,967,500 outstanding
but unexercised options to purchase Common Stock under the 1998 Long Term
Stock Option Plan.
(2) In accordance with Rule 457(h), the Proposed Maximum Offering Price per
Share as to the 466,000 shares of restricted stock to be issued under the
1998 Long Term Stock Option Plan and the remaining 66,500 shares of Common
Stock authorized for issuance pursuant to the 1998 Long Term Stock Option
Plan has been estimated in accordance with Rule 457(c) under the
Securities Act of 1933, solely for the purpose of calculating the
registration fee. The computation is based on the average of the high and
low price of the Common Stock as reported on the New York Stock Exchange
on April 21, 1999.
================================================================================
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information statement being delivered by Gartner Group, Inc. (the
"Company") to participants in the Company's 1998 Long Term Stock Option Plan
(the "Plan"), as required by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), has been prepared in accordance with the
requirements of Form S-8 and relates to shares of common stock, par value
$0.0005 per share, (the "Shares") issued or to be issued pursuant to the Plan.
The information with respect to the Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants a written statement advising them of the availability
without charge, upon written or oral request, of documents incorporated by
reference herein, as is required by Item 2 of Part I of Form S-8.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Commission, are hereby
incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the year ended September
30, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998; and
(c) The description of the Shares contained in the Registration Statement
on Form 8-A filed on August 24, 1998, filed pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
This item is not applicable.
Item 5. Interests of Named Experts and Counsel.
This item is not applicable.
<PAGE> 5
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides that a corporation may indemnify a director, officer, employee or agent
made a party to an action by reason of the fact that he was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation, against expenses actually and reasonably incurred, including
attorneys' fees, in connection with such action, if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.
The Company's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware Law, the personal liability of a director to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a
director. The Company's By-laws provide that the Company shall indemnify its
officers and directors to the fullest extent permitted by Delaware Law against
all expense, liability and loss, including attorneys' fees, actually and
reasonably incurred and may purchase and maintain insurance against any
liability asserted and incurred by reason of serving as such, whether or not the
Company has the power to indemnify against such liability. The Company has
entered into indemnification agreements with its officers and directors
containing provisions which are in some respects broader than the specific
indemnification provisions contained in Delaware Law and which require that, to
the extent the Company maintains liability insurance applicable to officers or
directors, each officer and director shall be covered by such policies to the
same extent as are accorded the most favorably insured of the Company's officers
or directors, as the case may be.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions and agreements, the Company has been
informed that in the opinion of the staff of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
This item is not applicable.
II-2
<PAGE> 6
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement or
incorporated by reference herein:
Exhibit Number Description of Exhibits
- --------------- -----------------------
4.1(a) Restated Certificate of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K
(File No. 0-15144) for the year ended September 30, 1995
and incorporated herein by reference).
4.1(b) Amendment dated March 18, 1996 to Restated Certificate of
Incorporation of the Company (filed as Exhibit 4.1(c) to
the Company's Registration Statement on Form S-8 (File No.
333-35169) and incorporated herein by reference).
4.2 Amended By-laws of the Company, as of April 24, 1997 (filed
as Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (File No. 333-35169) and incorporated herein by
reference).
4.3 Form of certificate for the Company's common stock (filed
as Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (File No. 33-67576) and incorporated herein by
reference).
4.4* Gartner Group, Inc. 1998 Long Term Stock Option Plan.
5.1* Opinion of Shipman & Goodwin LLP.
23.1* Independent Auditors' Consent, KPMG LLP.
23.2* Consent of Shipman & Goodwin LLP (included in Exhibit 5).
24.1* Powers of Attorney.
- -------------
* Filed herewith.
II-3
<PAGE> 7
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(c) Insofar as indemnification of liabilities arising under the Securities Act
of 1933 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 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 person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
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.
II-4
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford and State of Connecticut on the 26th
day of April, 1999.
GARTNER GROUP, INC.
BY /s/ William T. Clifford
--------------------------------------
William T. Clifford
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ William T. Clifford President, Chief Executive Officer April 26, 1999
- ------------------------ and Director
William T. Clifford (principal executive officer)
/s/Michael D. Fleisher Chief Financial Officer and April 26, 1999
- ------------------------ Executive Vice President-Finance
Michael D. Fleisher and Administration (principal
financial and accounting officer)
Manuel A. Fernandez* Chairman of the Board April 26, 1999
- ------------------------
Manuel A. Fernandez
William O. Grabe* Director April 26, 1999
- ------------------------
William O. Grabe
Max D. Hopper* Director April 26, 1999
- ------------------------
Max D. Hopper
John P. Imlay, Jr.* Director April 26 , 1999
- ------------------------
John P. Imlay, Jr.
II-5
<PAGE> 9
Stephen G. Pagliuca* Director April 26, 1999
- ---------------------------
Stephen G. Pagliuca
Dennis G. Sisco* Director April 26, 1999
- ---------------------------
Dennis G. Sisco
Director
- ---------------------------
Robert E. Weissman
*By: /s/ Michael D. Fleisher April 26, 1999
- ---------------------------
Michael D. Fleisher
Attorney-in-Fact
II-6
<PAGE> 10
EXHIBIT INDEX
Exhibit Number Description of Exhibits
- --------------- -----------------------
4.1(a) Restated Certificate of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K
(File No. 0-15144) for the year ended September 30, 1995
and incorporated herein by reference).
4.1(b) Amendment dated March 18, 1996 to Restated Certificate of
Incorporation of the Company (filed as Exhibit 4.1(c) to
the Company's Registration Statement on Form S-8 (File No.
333-35169) and incorporated herein by reference).
4.2 Amended By-Laws of the Company, as of April 24, 1997 (filed
as Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (File No. 333-35169) and incorporated herein by
reference).
4.3 Form of certificate for the Company's common stock (filed
as Exhibit 4.2 to the Company's Registration Statement on
Form S-1 (File No. 33-67576) and incorporated herein by
reference).
4.4* Gartner Group, Inc. 1998 Long Term Stock Option Plan.
5.1* Opinion of Shipman & Goodwin LLP.
23.1* Independent Auditors' Consent, KPMG LLP.
23.2* Consent of Shipman & Goodwin LLP (included in Exhibit 5).
24.1* Powers of Attorney.
- -------------
* Filed herewith.
<PAGE> 1
EXHIBIT 4.4
GARTNER GROUP, INC.
1998 LONG TERM STOCK OPTION PLAN
As adopted on October 3, 1998 and approved by stockholders on January 28, 1999
1. Purposes of the Plan. The purposes of this 1998 Long Term Stock Option
Plan (the "Plan") are:
o to attract and retain quality personnel for positions of substantial
responsibility,
o to create additional incentive for senior personnel of the Company
by offering long term equity participation in the Company, and
o to promote the long-term success of the Company's business.
Awards granted under the Plan may be Options or Time Accelerated Restricted
Stock. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant and subject to the applicable provisions of Section 422 of the Code and
the regulations promulgated thereunder.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as
shall administer the Plan in accordance with Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.
(c) "Award" means a grant of Options and/or Time Accelerated
Restricted Stock.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock, Class A, par value
$.0005, of the Company.
<PAGE> 2
(h) "Company" means Gartner Group, Inc., a Delaware corporation.
(i) "Continuous Status as an Employee " means that the employment
relationship with the Company, any Parent, or Subsidiary, is not interrupted or
terminated. Continuous Status as an Employee shall not be considered interrupted
in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. A leave of absence approved by the Company
shall include sick leave, military leave, or any other personal leave approved
by an authorized representative of the Company. For purposes of Incentive Stock
Options, no such leave may exceed 90 days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
on the 91st day of such leave any Incentive Stock Option held by the Optionee
shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonstatutory Stock Option. Continuous employment shall be
interrupted and terminated for an Employee if the Employee's weekly work hours
change from full time (40 hours) to part time (less than 40 hours).
(j) "Director" means a member of the Board.
(k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(l) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(n) "Fair Market Value" means, as of any date, the value of the
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System, the Fair Market Value of a share of Common
Stock shall be the average of the closing sales prices for
such stock (or the average of the closing bids, if no sales
were reported) as quoted on such system or exchange (or the
exchange with the greatest volume
2
<PAGE> 3
of trading in Common Stock) on the five market trading days
immediately preceding the date of determination, as reported
in The Wall Street Journal or such other source as the
Administrator of the Plan deems reliable; provided, however,
that in the event the Fair Market Value as so determined is
more than 20% greater or more than 20% less than the closing
sales price for such stock (or the closing bid, if no sales
were reported) as so quoted on the date of determination, then
the Administrator shall be entitled to determine the Fair
Market Value in good faith, at a price within the range of
prices from the Fair Market Value as otherwise determined
above to the closing price (or closing bid, as applicable) on
the date of determination;
(ii) If the Common Stock is quoted on the NASDAQ System (but
not on the Nasdaq National Market thereof) or is regularly
quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value of a Share of Common
Stock shall be the average of the means between the high bid
and low asked prices for the Common Stock on the five market
trading days immediately preceding the day of determination,
as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; provided, however, that in
the event the Fair Market Value as so determined is more than
20% greater or more than 20% less than the mean between the
high bid and low asked prices for such stock as so quoted on
the date of determination, then the Administrator shall be
entitled to determine the Fair Market Value in good faith, at
a price within the range of prices from the Fair Market Value
as otherwise determined above to the mean between the high bid
and low asked prices on the date of determination; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith
by the Administrator.
(o) "Holder" means an Employee who holds Shares of Time Accelerated
Restricted Stock.
(p) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
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<PAGE> 4
(q) "Insider" means an Employee subject to Section 16 of the
Exchange Act.
(r) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(s) "Notice of Grant" means a written notice evidencing certain
terms and conditions of an individual Award. The Notice of Grant is part of the
Option Agreement or Restricted Stock Agreement, as applicable.
(t) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(u) "Option" means an Award of a stock option pursuant to the Plan.
(v) "Option Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.
(w) "Option Exchange Program" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.
(x) "Optioned Stock" means the Common Stock subject to an Option.
(y) "Optionee" means an Employee who holds an outstanding Option.
(z) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(aa) "Restricted Stock Agreement" means a written agreement between
the Company and a Holder evidencing the terms and conditions of an individual
award of Time Accelerated Restricted Stock. The Restricted Stock Agreement is
subject to the terms and conditions of the Plan.
(bb) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(cc) "Senior Manager" means an Employee who is an executive officer,
vice president, director-level employee or senior analyst of the Company, or
such other Employee as the Administrator shall deem eligible to participate in
the Plan.
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<PAGE> 5
(dd) "Share" means a share of Common Stock, as adjusted in
accordance with Section 13 of the Plan.
(ee) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(ff) "Time Accelerated Restricted Stock" means an Award of Shares
pursuant to the Plan which are subject to restrictions on transferability.
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares which may be subject to Awards
under the Plan is 2,500,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
Awards under the Plan (unless the Plan has terminated). If an Award of Shares of
Time Accelerated Restricted Stock is forfeited without having vested, such
Shares shall become available for future Awards under the Plan (unless the Plan
has terminated); provided, however, that Shares that have actually been issued
under the Plan shall not be returned to the Plan and shall not become available
for future Awards under the Plan, except that if unvested Shares of Time
Accelerated Restricted Stock are reacquired by the Company and the Holder of
such Shares did not receive any benefits of ownership of such Shares, such
Shares shall become available for future Awards under the Plan. For purposes of
the preceding sentence, voting rights shall not be considered a benefit of Share
ownership.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to
Directors, Officers who are not Directors, and Senior Managers
who are neither Directors nor Officers.
(ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted
hereunder as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more "outside directors"
within the meaning of Section 162(m) of the Code.
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<PAGE> 6
(iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the
transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b-3.
(iv) Other Administration. Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy
Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(m) of the Plan;
(ii) to select the Senior Managers to whom Awards may be
granted hereunder;
(iii) to determine whether and to what extent Awards are
granted hereunder;
(iv) to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder.
Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any
acceleration of vesting or waiver of forfeiture restrictions,
any acceleration of the lapse of restrictions on the
transferability of Shares of Time Accelerated Restricted
Stock, and any restriction or limitation regarding any Award
or the shares of Common Stock relating thereto, based in each
case on such factors as the Administrator, in its sole
discretion, shall determine;
(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the
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<PAGE> 7
Common Stock covered by such Option shall have declined since
the date the Option was granted;
(viii) to construe and interpret the terms of the Plan and
Awards granted pursuant to the Plan;
(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
(x) to modify or amend each Option (subject to Section 15(c)
of the Plan), including the discretionary authority to extend
the post-termination exercisability period of Options longer
than is otherwise provided for in the Plan;
(xii) to modify or amend (subject to Section 15(c) of the
Plan) each Restricted Stock Agreement, including the
acceleration of the lapse of restrictions on the
transferability of Shares of Time Accelerated Restricted
Stock;
(xii) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an
Award previously granted by the Administrator;
(xiii) to institute an Option Exchange Program; and
(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and Holders and any other holders of Options and Shares of Time
Accelerated Restricted Stock.
5. Eligibility. Awards may be granted to Senior Managers. If otherwise
eligible, a Senior Manager who has been granted an Award may be granted
additional Awards.
6. Limitations.
(a) Each Option shall be designated in the Notice of Grant as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such
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<PAGE> 8
designations, to the extent that the aggregate Fair Market Value of Shares
subject to an Optionee's Incentive Stock Options granted by the Company, any
Parent or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's employment with the Company,
nor shall they interfere in any way with the Optionee's right or the Company's
right to terminate such employment or consulting relationship at any time, with
or without cause.
(c) The following limitations shall apply to grants of Options to
Employees:
(i) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 150,000 shares.
(ii) In connection with his or her initial employment, an
Employee may be granted Options to purchase up to an
additional 150,000 Shares which shall not count against the
limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 13.
(iv) If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with
a transaction describe in Section 13), the canceled Option
will be counted against the limit set forth in Section
6(c)(i). For this purpose, if the exercise price of an Option
is reduced, the transaction will be treated as a cancellation
of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval
by the shareholders of the Company as described in Section 19 of the Plan. It
shall continue in effect for a term of ten (10) years unless terminated earlier
under Section 15 of the Plan.
8. Term of Option. The term of each Option shall be ten (10) years from
the date of grant. However, in the case of an Incentive Stock Option, the term
shall be
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<PAGE> 9
ten (10) years from the date of grant or such shorter term as may be provided in
the Notice of Grant. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the Shares to
be issued pursuant to the exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option:
(A) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall
be no less than 110% of the Fair Market Value per Share
on the date of grant.
(B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In
the case of a Nonstatutory Stock Option intended to qualify as
"performance-based compensation" within the meaning of Section
162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date
of grant.
(iii) Notwithstanding the foregoing, Nonstatutory Options may
be granted with a per Share exercise price of less than 100%
of the Fair Market Value per Share on the date of grant
pursuant to a merger or other corporate transaction.
(b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be
9
<PAGE> 10
exercised. In so doing, the Administrator may specify that an Option may not be
exercised until the completion of a service period.
(c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note (on such terms and conditions as
determined by the Administrator);
(iv) other Shares which have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
(v) in the case of a "cashless exercise" during the trading
window permitted by the Company's Insider Trading Policy,
delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker,
if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price;
(vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred
compensation program or arrangement;
(vii) any combination of the foregoing methods of payment; or
(viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such
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<PAGE> 11
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 13 of the
Plan.
Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(b) Termination of Employment Relationship.
(i) Upon termination of an Optionee's Continuous Status as an
Employee, such Optionee may exercise his or her Option to the
extent that he or she was entitled to exercise it as of the
date of such termination. Such exercise may occur only before
the end of the period determined by the Administrator for
exercise following termination. In the case of an Incentive
Stock Option, such period shall not exceed three (3) months.
In no event shall such period extend beyond the expiration
date of the term of the Option as set forth in the Option
Agreement.
(ii) To the extent that the Optionee is not entitled to
exercise his or her Option at the date of such termination, or
if the Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall
terminate.
(c) Disability of Optionee. Upon termination of an Optionee's
Continuous Status as an Employee as a result of the Optionee's Disability, the
Optionee
11
<PAGE> 12
may exercise his or her Option at any time within twelve (12) months from the
date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), only to the extent that the
Optionee was entitled to exercise it at the date of such termination. If, at the
date of termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. Upon the death of an Optionee, the Option may
be exercised at any time within twelve (12) months following the date of death
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, only to the
extent that the Optionee was entitled to exercise the Option at the date of
death. If, at the time of death, the Optionee was not entitled to exercise his
or her entire Option, the Shares covered by the unexercisable portion of the
Option shall immediately revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.
11. Transferability of Options. Unless otherwise determined by the
Administrator to the contrary, Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. The Administrator may, in the manner
established by the Administrator, provide for the transfer of a Nonstatutory
Stock Option by the Optionee to any member of the Optionee's immediate family.
Following transfer, any such Nonstatutory Stock Options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
the transfer. For purposes of this Section, an Optionee's "immediate family"
shall mean any of the following who have acquired the Option from the Optionee
through a gift or domestic relations order: a child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, trusts for the exclusive benefit of these persons and
any other entity owned solely by these persons, and such other persons and
entities as shall be eligible to be included as transferees in the Form S-8
Registration Statement under the Securities Act of 1933, as amended, filed or to
be filed by the Company to register shares of Common Stock to be issued upon the
exercise of Options granted pursuant to the Plan.
12
<PAGE> 13
12. Time Accelerated Restricted Stock.
(a) Grants of Time Accelerated Restricted Stock. Shares of Time
Accelerated Restricted Stock may be granted either alone, in addition to, or in
tandem with other Awards granted under the Plan and/or cash awards made outside
of the Plan. After the Administrator determines that it will grant Time
Accelerated Restricted Stock under the Plan, it shall advise the Holder in
writing of the terms, conditions and restrictions related to the Award,
including the number of Shares subject to the Award. The Award shall be
evidenced by execution of a Restricted Stock Agreement in the form determined by
the Administrator.
(b) The Restricted Stock Agreement. The Restricted Stock Agreement
shall contain such terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock Agreements need not be the same
with respect to each Holder.
(c) Nontransferability. Shares of Time Accelerated Restricted Stock
may not be sold, assigned, transferred, alienated, commuted, anticipated, or
otherwise disposed of (except, subject to the provisions of the Restricted Stock
Agreement, by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA or
the rules promulgated thereunder), or pledged or hypothecated as collateral for
a loan or as security for the performance of any obligation, or be otherwise
encumbered, and are not subject to attachment, garnishment, execution or other
legal or equitable process, prior to the lapse of the period of time
restrictions on the transferability of such Shares remain in effect as set forth
in the Restricted Stock Agreement, and any attempt at action in contravention of
this Section shall be null and void. The lapse of restrictions on the
transferability of such Shares may be accelerated upon the attainment of
performance criteria as set forth in the Restricted Stock Agreement.
(d) Termination of Employment Relationship.
(i) If, prior to the lapse of restrictions on transferability
applicable to Shares of Time Accelerated Restricted Stock, the
Holder's Continuous Status as an Employee ceases, other than
as set forth in subsection (ii) below, such Shares as to which
restrictions on transferability have not lapsed shall be
forfeited to the Company and all rights of the Holder to such
Shares shall terminate without further obligation on the part
of the Company, effective on the date the Holder's Continuous
Status as an Employee ceases, unless the Administrator
determines otherwise.
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<PAGE> 14
(ii) If, prior to the lapse of restrictions on transferability
applicable to Shares of Time Accelerated Restricted Stock, the
Holder's Continuous Status as an Employee ceases as a result
of the Holder's death or Disability, the restrictions on the
transferability of such Shares shall lapse.
(e) Rule 16b-3. Time Accelerated Restricted Stock granted to
Insiders, and Shares acquired by Insiders in connection with an Award of Shares
of Time Accelerated Restricted Stock, shall be subject to any restrictions
applicable thereto in compliance with Rule 16b-3.
(f) Rights as a Stockholder. Once Shares of Time Accelerated
Restricted Stock are granted, the Holder shall have the rights equivalent to
those of a stockholder, and shall be a stockholder when the Shares are entered
upon the records of the duly authorized transfer agent of the Company in the
name of the Holder. Certificates representing the Shares may bear a legend, if
the Company deems it advisable, to the effect that they are issued subject to
specified restrictions. Shares issued and transferred to a Holder pursuant to an
Award shall be deposited with an officer of the Company designated by the
Administrator for the Holder's account to be held until the lapse of the
restrictions upon such Shares or the earlier forfeiture of the Shares to the
Company in accordance with the terms of the Restricted Stock Agreement. Each
Holder shall execute and deliver to the Company stock powers enabling the
Company to exercise its rights hereunder.
(g) Dividends. Dividends paid on the Shares of Time Accelerated
Restricted Stock, whether in cash, stock or property, at the discretion of the
Administrator, may be paid to the Holder currently or be held by the Company
subject to the same restrictions on transferability as the Shares to which they
relate. If such cash dividends are held subject to such restrictions on
transferability, the Administrator may determine whether, and on what terms,
interest may be paid on such dividends until the lapse of restrictions on
transferability. If the Shares to which such dividends relate are forfeited to
the Company, such dividends, including interest thereon, if any, shall likewise
be forfeited to the Company without further obligation on the part of the
Company.
13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each Award, and the number of shares of Common Stock which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Award, as well as the
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<PAGE> 15
price per share of Common Stock covered by each such outstanding Option, shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Award.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her
Option as to all or any part of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option may be assumed or an equivalent option
may be substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. The Administrator may, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all or a portion of the Optioned Stock, including Shares as to which it
would not otherwise be exercisable. If the Administrator makes an Option
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee that the Option
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to purchase
or receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be
15
<PAGE> 16
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
14. Date of Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee and Holder within
a reasonable time after the date of such grant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Section 422 or Section 162(m) of the Code (or any successor rule or statute
or other applicable law, rule or regulation, including the requirements of any
exchange or quotation system on which the Common Stock is listed or quoted).
Such shareholder approval, if required, shall be obtained in such a manner and
to such a degree as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee or
Holder, unless mutually agreed otherwise between the Optionee or Holder and the
Administrator, which agreement must be in writing and signed by the Optionee or
Holder and the Company.
16. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or the grant of Shares of Time Accelerated Restricted
Stock unless the exercise of such Option and the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, Applicable Laws, and the requirements of
any stock exchange or quotation system upon which the Shares may then be listed
or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and
16
<PAGE> 17
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
17. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
(b) Grants Exceeding Allotted Shares. If the Optioned Stock covered
by an Option or the number of Shares of Time Accelerated Restricted Stock
exceeds, as of the date of grant, the number of Shares which may be issued under
the Plan without additional shareholder approval, such Award shall be void with
respect to such excess Shares, unless shareholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 15(b) of the Plan.
18. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
19. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.
20. Tax and Social Security Indemnity. An Optionee or Holder shall
indemnify the Company against any tax arising in respect of the grant or
exercise of the Option or the grant of Shares of Time Accelerated Restricted
Stock which is a liability of the Optionee or Holder but for which the Company
is required to account under the laws of any relevant territory. The Company may
recover the tax from the Optionee or Holder in such manner as the Administrator
deems appropriate, including (but without prejudice to the generality of the
foregoing):
(a) withholding shares upon the exercise of the Option and selling
the same;
(b) deducting the necessary amount from the Optionee's or Holder's
compensation; or
17
<PAGE> 18
(c) requiring the Optionee or Holder to make cash payment to the
Company for such tax.
21. Options Granted to Employees of French Subsidiaries.
(a) Purpose. Options granted under the Plan to Employees of French
subsidiaries are intended to qualify under the French regulations as provided in
articles 208-1 to 208-8-2 of the French Company Act (Code des Societes). The
purpose of this Section is to specify the applicable rules to Options for French
Employees and shall not be applicable to any other Employee of the Company.
(b) General. Options granted to French Employees under the Plan are
subject to the provisions of the Plan and any option agreement unless otherwise
provided in this Section 21.
(c) Eligible Participants. Options may be granted exclusively to
Employees (as defined in Section 2(l)) of the Plan) of French subsidiaries.
Payment of Director fees by the Company shall not be sufficient to constitute
employment for any purposes of the Options granted to Employees of French
subsidiaries. Employees of French subsidiaries may not be granted Options if, at
the date of grant, they hold more than ten percent (10%) of the Common Stock of
the Company.
(d) Options. Eligible Employees may be granted Options as provided
in the Plan. If Shares of Time Accelerated Restricted Stock mentioned in Section
12 of the Plan are granted to Employees of French subsidiaries, the provisions
of this Section shall not apply to the Shares of Time Accelerated Restricted
Stock granted.
(e) Option Price. The exercise price of the Option shall be
determined as set forth in the Plan but it shall not be less than 80% of the
average Fair Market Value of the Common Stock during the twenty (20) market
trading days prior to the date of the grant. The exercise price shall remain
unchanged once the Option is granted. The authority of Administrator to reduce
the Option exercise price, as set forth in Section 8(b)(x) of the Plan, shall,
with respect to Options granted to Employees of French subsidiaries, be limited
to the extend that such reduction may not be to a price less than 80% of the
average Fair Market Value of the Common Stock during the twenty (20) market
trading days prior to the date of such reduction.
(f) Exercise of the Option. Upon exercise of an Option, Employees of
French subsidiaries will receive Shares of Common Stock. Section 4(b)(vii) of
the Plan, concerning the ability to settle the Option in cash instead of Shares
of Common Stock, is not applicable to Employees of French subsidiaries.
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<PAGE> 19
(g) Qualification of Plan. In order to have the Plan qualify in
France, any other provision of the Plan that would not be consistent with French
company law or tax law requirements shall not apply to Employees of French
subsidiaries.
19
<PAGE> 1
EXHIBIT 5.1
April 26, 1999
Gartner Group, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06904-2212
Ladies and Gentlemen:
In connection with the proposed issuance by Gartner Group, Inc. (the
"Company") of up to 2,500,000 shares of its Common Stock, par value $0.0005 per
share (the "Shares"), pursuant to the Company's 1998 Long Term Stock Option Plan
(the "Plan"), we have examined, as counsel to the Company, the Registration
Statement on Form S-8 filed under the Securities Act of 1933, as amended (the
"Securities Act"), and such other documents as we have deemed necessary or
appropriate in order to express the opinion set forth below.
In connection with our opinion hereinafter given, we have examined and
relied upon originals, or copies, certified or otherwise, identified to our
satisfaction, of such agreements, documents, certificates and other statements
of government officials, corporate officers and representatives and other
documents as we have deemed relevant and necessary as a basis for such opinion.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued as contemplated by the Plan and the Registration Statement, will be duly
authorized and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Shipman & Goodwin LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Boards of Directors of
Gartner Group, Inc.:
We consent to the use of our reports incorporated by reference herein.
/s/ KPMG LLP
St. Petersburg, Florida
April 26, 1999
<PAGE> 1
EXHIBIT 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints William T. Clifford and Michael D.
Fleisher jointly and severally, his attorneys-in-fact, each with the power of
substitution for him in any and all capacities, to sign the this Registration
Statement filed by Gartner Group, Inc. on Form S-8 with respect to the Gartner
Group, Inc. 1998 Long Term Stock Option Plan, and any and all amendments
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
----------------------------
Signature Title Date
--------- ----- ----
/s/ William T. Clifford President, Chief Executive Officer April 3, 1999
- --------------------------- and Director
William T. Clifford (principal executive officer)
/s/ Michael D. Fleisher Chief Financial Officer and April 3, 1999
- --------------------------- Executive Vice President-Finance and
Michael D. Fleisher Administration (principal
financial and accounting officer)
/s/ Manuel A. Fernandez Chairman of the Board April 2, 1999
- ---------------------------
Manuel A. Fernandez
/s/ William O. Grabe Director April 1, 1999
- ---------------------------
William O. Grabe
/s/ Max D. Hopper Director April 2, 1999
- ---------------------------
Max D. Hopper
/s/ John P. Imlay, Jr. Director April 1, 1999
- ---------------------------
John P. Imlay, Jr.
/s/ Stephen G. Pagliuca Director April 2, 1999
- ---------------------------
Stephen G. Pagliuca
/s/ Dennis G. Sisco Director April 2, 1999
- ---------------------------
Dennis G. Sisco
Director
- ---------------------------
Robert E. Weissman
