<PAGE> 1
Exhibit 3.1a
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.
ARTICLE IV
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 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
<PAGE> 2
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 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.
<PAGE> 3
(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
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
<PAGE> 4
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; 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
<PAGE> 5
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 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
<PAGE> 6
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 16, 1999.
GARTNER GROUP, INC.
By:
Michael D. Fleisher
Executive Vice President and
Chief Financial Officer
