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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Gartner Group, Inc.
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(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-3099750
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
56 Top Gallant Road, Stamford,
Connecticut 06904
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(Address of principal executive offices) (Zip Code)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Name of each exchange on
Securities to be registered pursuant to which each class is to be
Section 12(b) of the Act: registered:
COMMON STOCK, CLASS B NEW YORK STOCK
$0.0005 PAR VALUE EXCHANGE
</TABLE>
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Subject to approval by the stockholders of all matters submitted to the
vote of the stockholders at a Special Meeting of Stockholders to be held on July
16, 1999 (the "Special Meeting"), Gartner Group, Inc. (the "Company") shall have
authorized (i) an aggregate of 250,000,000 shares of common stock, consisting of
166,000,000 shares of Common Stock, Class A ("Class A Common Stock") and
84,000,000 shares of Common Stock, Class B ("Class B Common Stock"), and (ii) an
aggregate of 5,000,000 shares of preferred stock. The par value of each share of
common stock shall be $0.0005 and the par value of each share of preferred stock
shall be $0.01.
The relative rights, powers, preferences, qualifications, limitations and
restrictions of the Company's capital stock are as follows:
Common Stock
The Class A Common Stock and Class B Common Stock are identical in all
respects except as otherwise expressly described below.
(a) Cash or Property Dividends. Subject to the rights and preferences of
the Preferred Stock as set forth in any resolution or resolutions that may be
adopted by the Board of Directors providing for the issuance of Preferred Stock,
the holders of common stock are entitled to receive dividends out of assets
legally available therefor, at such time and in such amounts as the Board of
Directors may determine from time to time. Whenever cash dividends are paid on
the common stock, the same amount shall be paid for each share of Class A Common
Stock and share of Class B Common Stock outstanding.
(b) Stock Dividends. If any dividend on the outstanding shares of common
stock is paid in common stock, then the same ratio of shares shall be paid with
respect to each outstanding share of Class A Common Stock and Class B Common
Stock. In such event the dividend paid to holders of Class A Common Stock shall
be paid only in Class A Common Stock and the dividend paid to holders of Class B
Common Stock shall be paid only in Class B Common Stock.
(c) Stocks Splits, Subdivisions and Combinations. The Company will not
subdivide, reclassify or combine stock of either class of common stock without
at the same time making a proportionate subdivision, reclassification or
combination of the other class.
(d) Voting. The holders of Class A Common Stock and Class B Common Stock
shall vote together as a single class in all matters requiring the vote of
holders of common stock of the Company, except only that (i) the holders of each
such class shall be entitled to vote as a separate class when required by law to
do so under mandatory statutory provisions that may not be excluded or
overridden by a provision of the certificate of incorporation of the Company and
(ii) the holders of common stock shall vote in respect of directors as specified
below.
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With respect to the election of directors, the holders of Class A Common
Stock shall vote with the holders of all shares of Preferred Stock having a
right to vote in the election of directors. The holders of Class A Common Stock
and voting Preferred Stock will be entitled to elect a number of directors that
equals 20% of the authorized number of members of the Board of Directors (or, if
such 20% is not a whole number, then the nearest lower whole number of directors
as is closest to 20% of such membership) (the "Class A Directors"). In the
election of Class A Directors, each share of Class A Common Stock shall have one
vote and each share of voting Preferred Stock shall have the number of votes
specified in the resolution of the Board authorizing such voting Preferred
Stock.
The remaining members of the Board of Directors shall be elected by
holders of Class B Common Stock (the "Class B Directors"). In the election of
Class B Directors, each share of Class B Common Stock shall have one vote.
Any Class A Director may be removed only for cause by a vote of majority
by the votes represented by the outstanding shares of Class A Common Stock and
voting Preferred Stock, voting together as a single class. Any Class B Director
may be removed only for cause by a vote of the majority of the outstanding
shares of Class B Common Stock.
Any vacancy in a Class A Director may be filled by the vote of the
majority of the remaining Class A Directors, and any vacancy in Class B
Directors may be filled by the vote of majority of the remaining Class B
Directors.
All newly created directorships resulting from an increase in the number
of directors shall be allocated between Class A Directors and Class B Directors,
such that at all times the number of Class A Directors shall be 20% of the
authorized number of directors (or, if such 20% is not a whole number, then the
nearest lower whole number of directors as is closest to 20% of such membership)
and the remaining directors shall be Class B Directors. No decrease in the
authorized number of directors shall shorten the term of any incumbent director.
(e) Merger or Consolidation. Upon any merger or consolidation of the
Company, the holders of Class A Common Stock and Class B Common Stock shall be
entitled to receive, per share, the identical kind and amount of consideration
receivable upon such consolidation or merger, except only that the holders of
Class A Common Stock and Class B Common Stock may receive different kinds of
shares of stock if the only difference in such shares is the inclusion of voting
rights identical to the voting rights with respect to election of directors
provided for the Class A Common Stock and Class B Common Stock.
(f) Liquidation. The holders of Class A Common Stock and Class B Common
Stock will participate equally in any liquidation, dissolution or winding up of
the Company.
(g) Special 15% Provision. Subject to receipt of a private letter ruling
from the Internal Revenue Service to the effect that the terms of this special
provision will not have an adverse tax effect with respect to the distribution
of the Company's shares proposed to be effected by IMS
3
<PAGE> 4
Health Incorporated (which distribution is subject to stockholder approval at
the Special Meeting), and will not have an adverse effect on certain private
letter rulings previously issued to IMS Health Incorporated and its
predecessors, the Certificate of Incorporation of the Company will include a
special voting provision intended to limit the ability of a third party to
obtain effective control of the Company by obtaining control only of the
outstanding shares of Class B Common Stock. This special provision will state
that so long as any person or entity, or group of persons or entities acting in
concert, beneficially owns 15% or more of the outstanding shares of Class B
Common Stock, then in any election of directors or other exercise of voting
rights with respect to the election or removal of directors, such person, entity
or group shall only be entitled to vote (or otherwise exercise voting rights
with respect to) a number of shares of Class B Common Stock that constitutes a
percentage of the total number of shares of Class B Common Stock that are
outstanding which is less than or equal to such person, entity or group's Voting
Percentage. For these purposes, "Voting Percentage" means the percentage of the
then outstanding shares of Class A Common Stock beneficially owned at such time
by such person, entity or group.
Preferred Stock
The Board of Directors has the authority, without further stockholder
approval, to issue the Preferred Stock from time to time in one or more series;
to establish the number of shares to be included in any such series; to fix or
alter the voting powers and the designation, preferences and relative
participating, optional, or other special rights and qualifications, limitations
and restrictions of any such series of Preferred Stock; and to increase or
decrease the number of shares of any series of Preferred Stock subsequent to the
issue of shares of such series (but not below the number of shares of any series
then outstanding).
Classified Board
The directors shall be divided into three classes, Class I, Class II and
Class III. The Class I Directors shall hold office for an initial term expiring
at the first annual meeting of stockholders following the Special Meeting, the
Class II Directors shall hold office for an initial term expiring at the second
annual meeting held after the Special Meeting, and the Class III Directors shall
hold office for an initial term expiring at the third annual meeting of
stockholders held after the Special Meeting. The directors of each class elected
at each subsequent annual meeting of stockholders shall hold office for three
year terms. Directors elected by any class or series of stock, including Class A
Directors and Class B Directors, shall be divided as evenly as possible among
Class I, Class II and Class III.
Item 2. Exhibits
A. Proposed Amended and Restated Certificate of Incorporation (assuming
approval of all matters submitted for stockholder approval at the Special
Meeting).
B. (1) Bylaws of the Company (incorporated by reference to Exhibit 4.2 of
Registration Statement on Form S-8 No. 333-35169 (filed September 8, 1997).
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(2) Proposed Amendment to the Bylaws of the Company (assuming approval
of all matters submitted for stockholder approval at the Special Meeting).
C. Form of stock certificate for Common Stock, Class B.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: July 2, 1999
Gartner Group, Inc.
By: /s/ Michael D. Fleisher
-----------------------
Michael D. Fleisher,
Executive Vice President and Chief
Financial Officer
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<PAGE> 1
EXHIBIT A - PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ASSUMING
APPROVAL OF ALL MATTERS SUBMITTED FOR STOCKHOLDER APPROVAL AT THE SPECIAL
MEETING).
RESTATED
CERTIFICATE OF INCORPORATION
OF GARTNER GROUP, INC.
a Delaware corporation
(originally incorporated on June 1, 1990 under the name "GGI Holding
Corporation")
This Restated Certificate of Incorporation has been duly adopted by the
Corporation's Board of Directors and Stockholders in accordance with the
applicable provisions of Section 242 and 245 of the General Corporation Law of
the State of Delaware.
ARTICLE I
The name of the corporation is Gartner Group, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
1. Authorized Stock. This corporation is authorized to issue two classes
of stock to be designated, respectively, "common stock" and "preferred stock."
The total number of shares which this corporation is authorized to issue is two
hundred fifty-five million (255,000,000) shares. Two hundred fifty million
(250,000,000) shares shall be designated common stock (the "Common Stock"), of
which one hundred sixty-six million (166,000,000) shares shall be designated
Common Stock, Class A (the "Class A Common Stock") and eighty-four million
(84,000,000) shares shall be designated Common Stock, Class B (the "Class B
Common Stock"). Five million (5,000,000 shares) shall be designated preferred
stock (the "Preferred Stock"), all of which are presently undesignated as to
series.
Each share of Preferred Stock shall have a par value of $0.01 and each
share of Common
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<PAGE> 2
Stock shall have a par value of $0.0005.
2. Common Stock. The Class A Common Stock and the Class B Common Stock
shall be identical in all respects, except as otherwise expressly provided
herein, and the relative powers, preferences, rights, qualifications,
limitations and restrictions of the shares of Class A Common Stock and Class B
Common Stock shall be as follows:
(a) Cash or Property Dividends. Subject to the rights and preferences of
the Preferred Stock as set forth in any resolution or resolutions of the Board
of Directors providing for the issuance of such stock pursuant to this Article
IV, and except as otherwise provided for herein, the holders of Class A Common
Stock and Class B Common Stock are entitled to receive dividends out of assets
legally available therefor at such times and in such per share amounts as the
Board of Directors may from time to time determine; provided that whenever a
cash dividend is paid, the same amount shall be paid in respect of each
outstanding share of Class A Common Stock and Class B Common Stock.
(b) Stock Dividends. If at any time a dividend is to be paid in shares of
Class A Common Stock or shares of Class B Common Stock (a "stock dividend"),
such stock dividend may be declared and paid only as follows: only Class A
Common Stock may be paid to holders of Class A Common Stock and only Class B
Common Stock may be paid to holders of Class B Common Stock, and whenever a
stock dividend is paid, the same rate or ratio of shares shall be paid in
respect of each outstanding share of Class A Common Stock and Class B Common
Stock.
(c) Stock Subdivisions and Combinations. The Corporation shall not
subdivide, reclassify or combine stock of either class of Common Stock without
at the same time making a proportionate subdivision or combination of the other
class.
(d) Voting. Voting power shall be divided between the classes and series
of stock as follows:
(i) With respect to the election of directors, holders of Class A Common
Stock and holders of Voting Preferred Stock (as defined below), voting together,
shall be entitled to elect that number of directors which constitutes 20% of the
authorized number of members of the Board of Directors (or, if such 20% is not a
whole number, then the nearest lower whole number of directors that is closest
to 20% of such membership) (the "Class A Directors"). Each share of Class A
Common Stock shall have one vote in the election of the Class A Directors and
each share of Voting Preferred Stock shall have a number of votes in the
election of the Class A Directors as specified in the resolution of the Board of
Directors authorizing such Voting Preferred Stock. Holders of Class B Common
Stock shall be entitled to elect the remaining directors (the "Class B
Directors"). Each share of Class B Common Stock shall have one vote in the
election of such directors. For purposes of this Section (2)(d) and Section
(2)(e) of this Article IV, references to the authorized number of members of the
Board of Directors (or the remaining directors) shall not include any directors
which the holders of any shares of Preferred Stock may have the right to elect
upon the failure of the Corporation to pay regular dividends on such Preferred
Stock as and
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<PAGE> 3
when due for a specified period of time. For purposes of this Section (2)(d),
"Special Voting Rights" means the different voting rights of the holders of
Class A Common Stock, holders of Class B Common Stock and holders of Voting
Preferred Stock with respect to the election of the applicable percentage of the
authorized number of members of the Board of Directors as described in this
Section (2)(d)(i). "Voting Preferred Stock" means shares of each series of
Preferred Stock upon which the right to vote for directors has been conferred in
accordance with Section (3) of this Article IV, except for any right to elect
directors which may be provided upon the failure of the Corporation to pay
regular dividends on such Preferred Stock as and when due for a specified period
of time.
(ii) Subject to the last sentence of this Section (2)(d)(ii),
notwithstanding anything to the contrary contained in Section 2(d)(i) of this
Article IV, for so long as any person or entity or group of persons or entities
acting in concert beneficially own 15% or more of the outstanding shares of
Class B Common Stock, then in any election of directors or other exercise of
voting rights with respect to the election or removal of directors, such person,
entity or group shall only be entitled to vote (or otherwise exercise voting
rights with respect to) a number of shares of Class B Common Stock that
constitutes a percentage of the total number of shares of Class B Common Stock
then outstanding which is less than or equal to such person, entity or group's
Entitled Voting Percentage. For the purposes hereof, a person, entity or group's
"Entitled Voting Percentage" at any time shall mean the percentage at such time
of the then outstanding shares of Class A Common Stock beneficially owned by
such person, entity or group. For purposes of this Section (2)(d)(ii), a
"beneficial owner" of Common Stock includes any person or entity or group of
persons or entities who, directly or indirectly, including through any contract,
arrangement, understanding, relationship or otherwise, written or oral, formal
or informal, control the voting power (which includes the power to vote or to
direct the voting) of such Common Stock. The provisions of this Section
(2)(d)(ii) shall be effective only following (A) the distribution by IMS Health
Incorporated ("IMS HEALTH") to its stockholders of all of the Class B Common
Stock owned by it, (B) the receipt of a private letter ruling from the Internal
Revenue Service (the "IRS") to the effect that the terms of this Section
(2)(d)(ii) will not have any adverse effect on the private letter ruling issued
by the IRS to IMS Health on April 14, 1999 and any other private letter ruling
issued by the IRS to IMS Health or any predecessor or former parent of IMS
Health and (C) the approval of the terms of this Section (2)(d)(ii) by the New
York Stock Exchange, Inc. or any other national securities exchange or automated
quotation service on which the Common Stock is then listed or admitted for
trading.
(iii) Any Class A Director may be removed only for cause, by a vote of a
majority of the votes held by the holders of Class A Common Stock and holders of
Voting Preferred Stock, voting together as a class. Any Class B Director may be
removed only for cause, by a vote of a majority of the votes held by the holders
of Class B Common Stock, voting separately as a class.
(iv) Except as otherwise specified herein, the holders of Class A Common
Stock and holders of Class B Common Stock (A) shall in all matters not otherwise
specified in this Section (2)(d) of this Article IV vote together (including,
without limitation, with respect to increases or decreases in the authorized
number of shares of any class of Common Stock), with each share of
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Class A Common Stock and Class B Common Stock having one vote, and (B) shall be
entitled to vote as separate classes only when required by law to do so under
mandatory statutory provisions that may not be excluded or overridden by a
provision in the Certificate of Incorporation or as provided herein.
(v) Except as set forth in this Section (2)(d) of this Article IV, the
holders of Class A Common Stock shall have exclusive voting power (except for
any voting powers of any Preferred Stock) on all matters at any time when no
Class B Common Stock is issued and outstanding, and the holders of Class B
Common Stock shall have exclusive voting power (except for any voting powers of
any Preferred Stock) on all matters at any time when no Class A Common Stock is
issued and outstanding.
(e) Vacancies; Increase or Decreases in Size of the Board of Directors.
Any vacancy in the office of a director created by the death, resignation or
removal of a director elected by (or appointed on behalf of) the holders of the
Class B Common Stock or the holders of the Class A Common Stock and Voting
Preferred Stock voting together as a class, as the case may be, may be filled by
the vote of the majority of the directors (or the sole remaining director)
elected by (or appointed on behalf of) such holders of Class B Common Stock or
Class A Common Stock and Voting Preferred Stock (or on behalf of whom that
director was appointed), as the case may be, whose death, resignation or removal
created the vacancy, unless there are no such directors, in which case such
vacancy may be filled by the vote of the majority of the directors or by the
sole remaining director, regardless, in each instance, of any quorum
requirements set out in the By-laws. Any director elected by some or all of the
directors to fill a vacancy shall hold office for the remainder of the full term
of the director whose vacancy is being filled and until such director's
successor shall have been elected and qualified unless removed and replaced
pursuant to Section (2)(d)(iii) of this Article IV and this Section (2)(e). All
newly-created directorships resulting from an increase in the authorized number
of directors shall be allocated between Class A Directors and Class B Directors
such that at all times the number of directorships reserved for Class A
Directors shall be 20% of the authorized number of members of the Board of
Directors (or, if such 20% is not a whole number, then the nearest lower whole
number of directors that is closest to 20% of such membership) and the remaining
directorships are reserved for Class B Directors. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes of directors established
pursuant to Article V so as to maintain the number of directors in each class as
nearly equal as possible.
(f) Merger or Consolidation. In case of any consolidation of the
Corporation with one or more other corporations or a merger of the Corporation
with another corporation, each holder of a share of Class A Common Stock shall
be entitled to receive with respect to such share the same kind and amount of
shares of stock and other securities and property (including cash) receivable
upon such consolidation or merger by a holder of a share of Class B Common
Stock, and each holder of a share of Class B Common Stock shall be entitled to
receive with respect to such share the same kind and amount of shares of stock
and other securities and property (including cash) receivable upon such
consolidation or merger by a holder of a share of Class A Common Stock;
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provided that, in any such transaction, the holders of shares of Class A Common
Stock and the holders of shares of Class B Common Stock may receive different
kinds of shares of stock if the only difference in such shares is the inclusion
of voting rights which continue the Special Voting Rights.
(g) Liquidation. In the event of any liquidation, dissolution or winding
up of the Corporation, the holders of the Class A Common Stock and Class B
Common Stock shall participate equally per share in any distribution to
stockholders, without distinction between classes.
3. Preferred Stock. Any Preferred Stock not previously designated as to
series may be issued from time to time in one or more series pursuant to a
resolution or resolutions providing for such issue duly adopted by the Board of
Directors (authority to do so being hereby expressly vested in the Board), and
such resolution or resolutions shall also set forth the voting powers, full or
limited or none, of each such series of Preferred Stock and shall fix the
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions of each such series of
Preferred Stock. The Board of Directors is authorized to alter the designation,
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of Preferred
Stock, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any such series subsequent to
the issue of shares of that series.
Each share of Preferred Stock issued by the Corporation, if reacquired by
the Corporation (whether by redemption, repurchase, conversion to Common Stock
or other means), shall upon such reacquisition resume the status of authorized
and unissued shares of Preferred Stock, undesignated as to series and available
for designation and issuance by the Corporation in accordance with the
immediately preceding paragraph.
ARTICLE V
The directors, other than those who may be elected solely by the holders
of any class or series of Preferred Stock, if any, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, as determined by the Board of Directors, one
class ("Class I") To hold office initially for a term expiring at the first
annual meeting of stockholders to be held after the date this Article V becomes
effective (the "Classified Board Effective Date"), another class ("Class II") to
hold office initially for a term expiring at the second annual meeting of
stockholders to be held after the Classified Board Effective Date, and another
class ("Class III") to hold office initially for a term expiring at the third
annual meeting of stockholders to be held after the Classified Board Effective
Date, with the members of each class to hold office until their successors are
elected and qualified. Directors elected by a class or series of stock, or if
applicable, classes or series of stock voting together, shall be divided as
evenly as possible, and shall be allocated by the Board of Directors, among
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Class I, Class II and Class III. At each annual meeting of stockholders, the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make, alter
or repeal the by-laws of the Corporation.
ARTICLE VII
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the by-laws
of the Corporation. Election of directors need not be by written ballot unless
the by-laws of the Corporation so provide.
ARTICLE VIII
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this Article VIII shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE IX
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate in the manner now or hereafter
prescribed herein and by the laws of the State of Delaware, and all rights
conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned has executed this certificate on July
___, 1999.
GARTNER GROUP, INC.
By:
--------------------------
Michael D. Fleisher
Executive Vice President and
Chief Financial Officer
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EXHIBIT B (2) - PROPOSED AMENDMENT TO THE BYLAWS OF THE COMPANY (ASSUMING
APPROVAL OF ALL MATTERS SUBMITTED FOR STOCKHOLDER APPROVAL AT THE SPECIAL
MEETING).
The By-laws of the Corporation in effect at the Effective Time (the
"Existing By-laws") shall be amended by adding the phrase "class and"
immediately preceding the phrase "number of shares" in the first sentence of
Section 5 of Article II thereof.
The Existing By-laws shall be amended by deleting in its entirety Section
2 of Article III thereof and replacing it with the following:
"The number of directors which shall constitute the board of
directors shall be ten (10). The number of directors may be
changed from time to time by resolution of the board of directors
or the stockholders, although in no event shall the number of
directors be less than five (5) for so long as the Special Voting
Rights (as defined in Article IV, Section (b)(4)(A) of the
Certificate of Incorporation) shall be in effect. Each director
shall be elected by a plurality of the votes of the shares of one
or more class or classes or series of stock (as provided in the
Certificate of Incorporation), as the case may be, entitled to
vote for such director that are present in person or represented
by proxy at the annual meeting of stockholders. At each annual
meeting of the stockholders, the stockholders shall elect the
successors of the class of directors whose terms expire at such
meeting, to hold office until their successors are duly elected
and qualified at the third annual meeting of stockholders
following the year of their election or until their earlier death,
resignation or removal as herein or in the Certificate of
Incorporation provided. The directors shall be elected in this
manner, except as provided in Section 4 of this Article III and
the Certificate of Incorporation."
The Existing By-laws shall be amended by deleting the first sentence of
Section 4 of Article III thereof and replacing it with the following:
"Vacancies resulting from newly created directorships resulting
from an increase in the authorized number of directors and
vacancies resulting from the death, resignation or removal of a
director elected by (or appointed on behalf of) the holders of one
or more class or classes or series of stock (as provided in the
Certificate of Incorporation), voting together as a class, as the
case may be, shall be filled by the vote of the majority of the
directors (or the sole remaining director) elected by (or
appointed on behalf of) such holders of one or more class or
classes or series of stock (as provided in the Certificate of
Incorporation) (or on whose behalf the director was appointed), as
the case may be, whose death, resignation or removal created the
vacancy, or to which the newly-created directorship has been
allocated."
The Existing By-laws shall be amended by deleting the phrase "each
newly-elected board of directors" in Section 5 of Article III thereof and
replacing it with the phrase "the board of directors."
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EXHIBIT C- FORM OF STOCK CERTIFICATE
[GARTNER GROUP LOGO]
GARTNER GROUP, INC.
<TABLE>
<S> <C> <C>
Number FBU- COMMON STOCK, CLASS B __________ Shares
This certificate is transferable INCORPORATED UNDER THE LAWS See reverse for certain definitions
In Boston, MA or New York, NY OF THE STATE OF DELAWARE and a statement as to the rights,
preferences, privileges and
restrictions of shares
CUSIP 366651 20 6
</TABLE>
THIS CERTIFIES THAT ________________________________________ is the owner of
____________________ fully paid and non-assessable shares of the common stock,
Class B, par value $0.0005 per share, of Gartner Group, Inc. transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned and registered by the Transfer Agent and
Registrar.
CERTIFICATE OF STOCK
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
--------------------------
- -------------------------------- Countersigned and registered:
Secretary BankBoston, N.A.
Transfer Agent and Registrar
By:
- -------------------------------- --------------------------------
President Authorized Signature
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[REVERSE]
GARTNER GROUP, INC.
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge at
the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT ___________Custodian______________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________________
in common (State)
UNIF TRF MIN ACT - _________Custodian (until age ___)
(Cust)
________under Uniform Transfers
to Minors Act _________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, _______________ hereby sell, assign and transfer unto
____________________ (please insert social security or other identifying number
of assignee),___________________________________________________________ (please
print or typewrite name and address, including zip code, of assignee),
____________________ shares of the common stock represented by the within
certificate, and do hereby irrevocably constitute and appoint attorney to
transfer the said stock on the books of the within named corporation with full
power of substitution in the premises.
<TABLE>
<S> <C>
Dated
----------- -------------------------------------------------
Notice: The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every particular,
without alteration or enlargement or any
change whatever.
</TABLE>
Signature(s) Guaranteed By
The signature(s) should be guaranteed by an eligible guarantor institution,
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
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