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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 22, 2000
GARTNER GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14443 04-3099750
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Post Office Box 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06904-2212
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 316-1111
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 21, 2000, Gartner Group, Inc. ("Gartner Group") acquired,
through an indirect wholly owned subsidiary, 90% of the equity of TechRepublic,
Inc., a Delaware corporation ("TechRepublic"), by way of merger of its indirect
subsidiary with and into TechRepublic, which was the surviving corporation in
the merger, pursuant to an Agreement and Plan of Reorganization by and among
Gartner Group, its acquisition subsidiary, TechRepublic, certain shareholders of
TechRepublic and the other parties thereto. The remaining 10% of the equity of
TechRepublic was retained by certain existing management and employee
shareholders of TechRepublic. The former shareholders of TechRepublic received
aggregate consideration of approximately $78.5 million in cash, a portion of
which is being held in escrow to support certain indemnification obligations of
TechRepublic. The purchase price was determined by arms'-length negotiation
among the parties.
TechRepublic's website, www.techrepublic.com, is a leading online
destination for information technology, or IT, professionals developed
exclusively by IT professionals. The website has more than 450,000 registered
members.
The acquisition will be accounted for as a purchase transaction. The
majority of the purchase price is comprised of goodwill, which will be amortized
over a three-year period.
Gartner Group financed the acquisition by drawing on its $500 million
working capital facility provided by a bank syndicate for which The Chase
Manhattan Bank N.A. acts as administrative agent.
The Press Release announcing the consummation of the acquisition is
attached to this Current Report on Form 8-K as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GARTNER GROUP, INC.
Dated: April 4, 2000 By: /s/ Regina Paolillo
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Chief Financial Officer
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EXHIBIT INDEX
NO. DOCUMENT
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99.1 Press Release announcing the acquisition of TechRepublic Inc.
by Gartner Group, Inc., dated March 22, 2000.
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EXHIBIT 99.1
FOR RELEASE 4:00 A.M. EST
Contacts
Jennifer Schlueter Carol Wallace Lisa Wahrmund
VP, Investor Relations VP, Public Relations Dir., Media Relations
Gartner Gartner TechRepublic
203-316-6537 203-316-3575 312-832-9300 ext. 211
[email protected] [email protected] [email protected]
GARTNER ACQUIRES TECHREPUBLIC
TechRepublic Site Is Home to 450,000 B2B IT Professionals
STAMFORD, CONN., March 22, 2000 -- Gartner Group, Inc. (NYSE: IT and ITB), the
world's leading business technology advisor, today announced the acquisition of
TechRepublic, Inc., the leading online destination developed exclusively for
information technology (IT) professionals by IT professionals.
The transaction unites Gartner's knowledge base with TechRepublic's network of
IT professionals, creating the world's largest business-to-business (B2B) IT
community and richest source of content in the rapidly expanding IT marketplace.
Gartner gains a powerful Internet channel for the technology research upon which
Gartner's $734 million business is built. TechRepublic gains the strength and
authority of the Gartner brand while maintaining independence for its Web
community. Gartner purchased 90 percent of TechRepublic for $80 million in cash.
The remaining 10 percent will be held by TechRepublic management and employees.
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In less than a year on the Web, TechRepublic's site (www.techrepublic.com) has
attracted more than 450,000 registered members representing all segments of the
IT industry. From the CIO to the help desk, TechRepublic communities engage IT
professionals in the ultimate peer-to-peer experience, and provide tools and
services to help members manage their professional lives online. The site also
features more than 250 editorial experts and authors who provide fresh content
designed to engage, inform and educate its members. TechRepublic's content
combined with the intellectual capital of Gartner's 800 analysts worldwide will
create the definitive community for IT professionals.
"Success in this business is defined by content, brand and reach. The
TechRepublic acquisition is a powerful extension of Gartner's reach via the
Internet," said Michael Fleisher, president and CEO of Gartner. "The combination
of Gartner's authority and TechRepublic's community access addresses the needs
of the total group of IT influencers and professionals."
According to Fleisher, the acquisition of TechRepublic provides Gartner the
opportunity to expand beyond its current demographic focus. At present,
Gartner's clients represent primarily CIOs, senior managers and both IT and
non-IT executives. In TechRepublic, Gartner has the opportunity to extend its
market share in these areas, as well as gain access to additional levels of the
IT community including key deployers, influencers and implementers who are the
next generation of IT leaders. Additionally, while both Gartner and TechRepublic
draw clients from small and large businesses, accessing the TechRepublic Web
community is particularly valuable to IT professionals in small businesses.
"With this acquisition, Gartner and TechRepublic are fundamentally changing the
face of the IT industry," said Tom Cottingham, president and CEO of
TechRepublic. "We're taking community, content and commerce to the next level
and connecting the IT world like never before."
TechRepublic will continue to operate independently under its existing brand.
TechRepublic and Gartner will develop editorial features and new Web-based tools
and services for TechRepublic members. Three new editorial columns featuring
Gartner research were launched today on the TechRepublic site: TechPerspective,
IT Debate and CIO Hotline.
In a separate press release, Gartner announced that Silver Lake Partners, L.P.,
a technology investment firm, has agreed to invest $300 million in Gartner in
the form of a private subordinated convertible note, subject to customary
closing conditions.
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The acquisition, which closed on March 21, 2000, will be accounted for as a
purchase transaction. The majority of the purchase price is comprised of
goodwill, which will be amortized over a three-year period. In addition, the
company anticipates a significant medium-term investment to ensure a rapid
expansion of TechRepublic members. The combination of the TechRepublic
acquisition and the Silver Lake Partners convertible bond will impact Gartner's
diluted earnings per share.
Investor Conference Call Information
Institutional investors and analysts are invited to participate in a conference
call hosted by Gartner management, to be held at 8:30 A.M. EST on Wednesday,
March 22, 2000. The call-in number is 212-676-5185. A replay for the conference
call will be available through March 24, 2000. The call-in number is
800-633-8284, reservation number 14689969.
Webcast Information
Gartner's investor conference call will also be available via the Internet by
accessing Gartner's home page at www.gartner.com, or www.vcall.com. The Webcast
will be available for a limited time.
Press Conference Call Information
Press are invited to participate in a press conference call at 10:00 A.M. EST on
Wednesday, March 22, 2000. To register, contact Nathan May at Fleishman Hillard
at 212-453-2221.
Gartner's press conference call will also be available for playback only on the
Web at www.gartner.com.
About TechRepublic
TechRepublic, the leading online destination developed exclusively for IT
professionals by IT professionals, provides career insight, community
interaction, and customized content to CIOs, IT managers, network
administrators, support professionals, training providers, and other enterprise
computing professionals so they can be more successful in their careers. The Web
site, www.techrepublic.com, provides ready access to critical information
through personalized news, analysis, and original content written by outstanding
contributors from throughout the profession. Services include IT industry news,
analysis, columns, articles, downloads, career management tips, forums, job
directory, peer directory, vendor directory, auctions, e-commerce offerings,
event listings, and electronic newsletters. For more information, please visit
http://www.techrepublic.com.
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About Gartner
Gartner, the world's premier business technology advisor, was founded in 1979
and is headquartered in Stamford, Conn. Gartner provides unrivaled research
content and objective insight to a connected world of more than 9,600 client
organizations worldwide. The company achieved fiscal 1999 revenue of $734
million and has 80 locations worldwide. Gartner's 3,400 associates, including
1,200 research analysts and consultants, help clients achieve their business
objectives through the intelligent and efficient use of technology. For more
information about Gartner's industry-leading research capabilities, services and
events, please visit http://www.gartner.com.
Certain statements contained herein, including statements regarding the
development of the company's services, markets and future demand for the
company's services and other statements regarding matters that are not
historical facts, are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995). Such forward-looking statements
include risks and uncertainties; consequently, actual results may differ
materially from those expressed or implied thereby. Factors that could cause
actual results to differ materially include, but are not limited to, ability to
attract and retain professional staff of research analysts upon whom the company
is dependent, ability to effectively manage growth, the ability to achieve
continued customer renewals and achieve new contract growth in light of
potentially adverse economic conditions and competitive pressures, ability to
integrate operations of possible acquisitions, ability to manage the company's
strategic partnerships, rapid technological advances, substantial competition
from existing competitors and potential new competitors, risks associated with
intellectual property rights important to the company's products and services,
additional risks associated with international operations including foreign
currency fluctuations and other risks listed from time to time in the company's
reports filed with the Securities and Exchange Commission. Forward-looking
statements included herein speak only as of the date hereof and the company
undertakes no obligation to revise or update such statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events or circumstances.
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