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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[X] THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-15144
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 Number)
P.O. Box 10212 06904-2212
56 Top Gallant Road (Zip Code)
Stamford, CT
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 316-1111
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Title of Class
Common Stock, Class A, $.0005 Par Value
Indicate by check mark whether the Registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the voting stock held by persons other
than those who may be deemed affiliates of the Company, as of November 30, 1997,
was approximately $1.5 billion. Shares of Common Stock held by each executive
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may under certain
circumstances be deemed to be affiliates. This determination of executive
officer or affiliate status is not necessarily a conclusive determination for
other purposes.
The number of shares outstanding of the Registrant's capital stock as
of November 30, 1997 was 97,565,408 shares of Common Stock, Class A.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for the Annual Meeting of Stockholders of Registrant to
be held on January 20, 1998. Certain information therein is
incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS.
GENERAL
Gartner Group, Inc. ("Gartner Group" or the "Company"), founded in 1979, is the
world's leading independent provider of research and analysis on the computer
hardware, software, communications and related information technology ("IT")
industries. The Company is organized into three business units: GartnerAdvisory,
GartnerMeasurement and GartnerLearning. Advisory services encompass products
which provide research and analysis of significant IT industry trends and
developments. Measurement services encompass products which provide
comprehensive assessments of cost performance, efficiency and quality for all
areas of IT. The Company enters into annual renewable contracts for advisory and
measurement services and learning products, and distributes such services
through print and electronic media. GartnerLearning develops and publishes more
than 600 software education training products and services for computer desktop
and technical applications professionals. The Company's primary clients are
business professional users, purchasers and vendors of IT products and services.
With more then 600 sales professionals in 80 locations, Gartner Group product
offerings collectively provide comprehensive coverage of the IT industry to over
9,000 client organizations.
MARKET OVERVIEW
The explosion of complex IT products and services creates a growing demand for
independent research and analysis. Furthermore, IT is increasingly important to
organizations' business strategies as the pace of technological change has
accelerated and the ability of an organization to integrate and deploy new
information technologies is critical to its competitiveness. Companies planning
their IT needs must stay abreast of rapid technological developments in a
dynamic market where vendors continually introduce new products with a wide
variety of standards and ever-shorter life cycles. As a result, IT professionals
are making substantial financial commitments to IT systems and products and
require independent, third-party research in order to make purchasing and
planning decisions for their organization.
BUSINESS STRATEGY
The Company's objective is to maintain and enhance its market position as a
leading provider of in-depth, value-added, proprietary research and analysis of
the IT industry. The Company has adopted the following strategies to maintain
its market position and expand its core business:
Focus on the IT market. The Company targets as its clients corporate entities
and other large users and vendors of information technologies. Users of Gartner
Group's products and services include senior decision makers in information
systems organizations and other IT professionals such as purchasing and data
center managers. Vendors use market research data in order to evaluate
competitive products and market opportunities.
Maintain Research and Analysis Excellence. Gartner Group's global network of
research analysts is comprised of more than 750 professionals averaging ten
years of industry experience. Clients rely on Gartner Group's proven research
methodology to ensure consistent and comprehensive analysis in all areas of IT.
The Company maintains five primary research centers located in Stamford, CT,
Santa Clara, CA, Windsor, England, Brisbane, Australia, Tokyo, Japan and a
number of smaller, satellite research centers throughout the world.
Emphasize New Product Development and Strategic Acquisitions. The Company
introduces new research and advisory products each year. New product ideas
evolve from client inquiries, market need and through a multi-functional product
strategy committee. Fiscal 1997 investments and acquisitions include: Datapro
Information Services (7/97), a research firm specializing in products that
compare feature and functions of computer hardware, software and communications
products; Bouhot and Le Gendre (6/97), a publisher of French-based IT journals
and provider of conferences, events, custom consulting and IT executive
programs; and SPG Research and East Consulting (2Q97), strategic acquisitions in
the Asia/Pacific IT marketplace adding demand-side data and network and
telecommunications expertise, respectively, to the GartnerAdvisory product line.
Additionally, the Company has made minority investments in KnowledgeSoft (3/97),
whose products provide a tracking and administration system to GartnerLearning
training titles and in EC Cubed (12/96), a Web solutions and Internet content
provider.
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Increase Market Penetration. The Company has made substantial investments
developing new markets and establishing a global network of direct sales
personnel, independent sales representatives, distributors and joint venture
partners. This initiative is on-going and will continue to evolve with the
expansion of the Company's product and service offerings and delivery options.
Electronic delivery formats include CD-ROM, lotus Notes, intranets and the
Internet.
The Company believes that successful execution of these strategies will enable
the Company to expand its client base in domestic and international markets and
to penetrate its client base more effectively through a broader range of product
offerings.
PRODUCTS AND SERVICES
Advisory and Measurement services
The Company's principal products are annually renewable contracts for advisory
and measurement services, which encompass products which, on an ongoing basis,
highlight industry developments, review new products and technologies, provide
quantitative market research, analyze industry trends within a particular
technology or market sector and provide comparative analysis of the information
technology operations of organizations.
GartnerAdvisory provides qualitative and quantitative research and analysis that
clarifies decision-making for IT buyers, users and vendors. Advisory consists of
GartnerAnalytics, a provider of objective analysis that helps clients stay ahead
of IT trends, directions and vendor strategies; and GartnerMarketDynamics, a
provider of worldwide coverage of research, statistical analysis, growth
projections and market share rankings of suppliers and vendors to IT
manufacturers and the financial community. GartnerMeasurement provides
benchmarking, continuous improvement and best practices services. The Company
currently offers over 250 principal advisory and measurement services products.
Each service is supported by a team of research staff members with substantial
experience in the covered segment or topic of the IT industry. The Company's
staff researches and prepares published reports and responds to telephone and
E-mail inquiries from clients. Clients receive Gartner Group research and
analysis on paper and through a number of electronic delivery formats.
Learning
GartnerLearning publishes software education training products for computer
desktop and technical applications professionals. With more than 650 existing
titles, the Company will focus on the addition of training titles in the next
few years by investing significantly in product development and strategic
alliances with IT vendors and industry experts.
The Company provides a number of other complementary products and services
principally:
GartnerConsulting. Consulting services provide customized project
consulting on the delivery, deployment and management of high-tech
products and services. Principal practices of consulting services
include Technical Architecture, Outsourcing Decision Support, Evolving
High Technology Areas, Retainer Consulting Services and Vendor
Consulting.
GartnerEvents. Industry conferences and events provide comprehensive
coverage of IT issues and forecasts of key IT industry segments. The
conference season begins each year with Symposia, held in the United
States, Europe and the Asia/Pacific rim. These events are held in
conjunction with ITxpo(TM), a high technology learning lab.
Additionally, the Company sponsors other conferences, seminars and
briefings. Certain events are offered as part of a continuous services
subscription, however, the majority of events are individually paid for
prior to attendance.
The Company measures the volume of its advisory, measurement and learning
("AML") business based on contract value. The Company calculates contract value
as the annualized value of all AML contracts in effect at a given point in time,
without regard to the duration of the contracts outstanding at such time.
Historically, the Company has experienced that a substantial portion of client
companies have renewed these services for an equal or higher level of total
payments each year, and annual revenues from these services in any fiscal year
have closely correlated to contract value at the beginning of the fiscal year.
As of September 30, 1997, approximately 85 percent of the Company's clients have
renewed one or more of these services in the last twelve months. However, this
renewal rate is not necessarily indicative of the rate of retention of the
Company's revenue base, and contract value at any time may not be indicative of
future AML revenues or cash flows if the rate of renewal of AML services and
products or the timing of new business were to significantly change during the
following twelve months compared to historic patterns. Deferred revenues, as
presented in the Company's balance sheets, represent unamortized revenues from
AML services and products plus unamortized revenues of certain other services
and products not included in AML. Therefore, deferred revenues do not directly
correlate to contract value as of the same date since contract value represents
an annualized value of all outstanding AML contracts without regard to
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the duration of such contracts, and deferred revenues represents unamortized
revenue remaining on all outstanding AML contracts including AML services and
products and certain other services and products not included in AML revenue.
There can be no assurance that the Company will be able to sustain such high
renewal rates. Any deterioration in the Company's ability to generate
significant new business would impact future growth in the Company's business.
Moreover, a significant portion of the Company's new business in any given year
has historically been generated in the last portion of the fiscal year.
Accordingly, any such situation might not be apparent until late in the
Company's fiscal year.
COMPETITION
The Company believes that the principal competitive factors in its industry are
quality of research and analysis, timely delivery of information, customer
service, the ability to offer products that meet changing market needs for
information and analysis and price. The Company believes it competes favorably
with respect to each of these factors.
The Company experiences competition in the market for information products and
services from other independent providers of similar services as well as the
internal marketing and planning organizations of the Company's clients. The
Company also competes indirectly against other information technology providers,
including electronic and print media companies and consulting firms. The
Company's indirect competitors, many of whom have substantially greater
financial, information gathering and marketing resources than the Company, could
choose to compete directly against the Company in the future. In addition,
although the Company believes that it has established a significant market
presence, there are few barriers to entry into the Company's market and new
competitors could readily seek to compete against the Company in one or more
market segments addressed by the Company's AML services and products. Increased
competition, direct and indirect, could adversely affect the Company's operating
results through pricing pressure and loss of market share. There can be no
assurance that the Company will be able to continue to provide the products and
services that meet client needs as the IT market rapidly evolves, or that the
Company can otherwise continue to compete successfully.
The Company has expanded its presence in the technology-based training industry
(GartnerLearning). The success of the Company in the technology-based training
industry will depend on its ability to compete with vendors of IT products and
services which include a range of education and training specialists, hardware
and system manufacturers, software vendors, system integrators, dealers,
value-added resellers and network/communications vendors, certain of whom have
significantly greater product breadth and market presence in the
technology-based training sector. There can be no assurance that the Company
will be able to provide products that compare favorably with new competitive
products or that competitive pressures will not require the Company to reduce
prices. Future success will also depend on the Company's ability to develop new
training products that are released timely with the introductions of the
underlying software products.
EMPLOYEES
As of September 30, 1997, the Company employed 2,885 persons. Of the 2,885
employees, 903 are located at the Company's headquarters in Stamford, CT area,
1,163 are located at other domestic facilities and 819 are located outside of
the United States. None of the Company's employees are represented by a
collective bargaining arrangement. The Company has experienced no work stoppages
and considers its relations with employees to be favorable.
The Company's future success will depend in large measure upon the continued
contributions of its senior management team, professional analysts, and
experienced sales personnel. Accordingly, future operating results will be
largely dependent upon the Company's ability to retain the services of these
individuals and to attract additional qualified personnel. The Company
experiences intense competition for professional personnel with, among others,
producers of IT products, management consulting firms and financial services
companies. Many of these firms have substantially greater financial resources
than the Company to attract and compensate qualified personnel. The loss of the
services of key management and professional personnel could have a material
adverse effect on the Company's business.
ITEM 2. PROPERTIES
The Company's headquarters are located in approximately 244,000 square feet of
leased office space in five buildings located in Stamford, CT. These facilities
accommodate research and analysis, marketing, sales, client support, production
and corporate administration. The leases on these facilities expire in 2010. The
Company also leases office space in 39 domestic and 36 international locations
to support its research and analysis, domestic and international sales efforts
and other functions. The Company believes its existing facilities and expansion
options are adequate for its current needs and that additional facilities are
available for lease to meet future needs.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal proceedings and litigation arising in the
ordinary course of business. The Company believes the outcome of all current
proceedings, claims and litigation will not have a material effect on the
Company's financial position or results of operations when resolved in a future
period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE COMPANY
Listed below are the executive officers of the Company as of November 30, 1997:
NAME AGE TITLE
---- --- -----
Manuel A. Fernandez 51 Chairman and Chief Executive Officer
William T. Clifford 51 President and Chief Operating Officer
E. Follett Carter 55 President, Gartner Group Distribution, Executive
Vice President, Sales and Marketing and
Chief Marketing Officer
John F. Halligan 50 Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
Michael D. Fleisher 32 Executive Vice President and President,
Emerging Businesses
Mr. Fernandez has served as Chairman of the Board since April 1996, as Chief
Executive Officer since April 1991, and as a Director since January 1991. Mr.
Fernandez also held the title of President from January 1991 through September
30, 1997. Prior to joining the Company, he was President and Chief Executive
Officer of Dataquest, Inc. Before joining Dataquest, Mr. Fernandez was President
and Chief Executive Officer of Gavilan Computer Corporation, a laptop computer
manufacturer, and Zilog, Incorporated, a semiconductor manufacturing company.
Mr. Fernandez holds a bachelor's degree in electrical engineering from
University of Florida, and completed post-graduate work in solid state
engineering at University of Florida and in business administration at the
Florida Institute of Technology. Mr. Fernandez is also on the board of directors
of the Brunswick Corporation, Getty Communications P.L.C., SACIA (The Business
Council of Southwestern Connecticut) and Norwalk Community Technical College
(Norwalk, Connecticut).
Mr. Clifford has been President of Gartner Group since October 1997, Chief
Operating Officer of the Company since April 1995 and Executive Vice President,
Operations of the Company since October 1993. From October 1995 to September
1997, Mr. Clifford was president Gartner Group Research. Prior to joining
Gartner Group, Mr. Clifford served as President, Central Division and Senior IT
Executive for Product Development for ADP Corp., a payroll service provider.
Previously, Mr. Clifford was Executive Vice President and Chief Operating
Officer of Applied Data Research, a supplier of computer software. Mr. Clifford
holds a bachelor's degree in economics from the University of Connecticut.
Mr. Carter has been with the Company since November 1988 and has been President,
Gartner Group Distribution since October 1995, Chief Marketing Officer since
April 1995 and Executive Vice President, Sales and Marketing since July 1993.
From April 1991 to July 1993, he was Senior Vice President, Sales and Marketing;
from May 1990 to March 1991, he was Vice President, Sales; and from November
1988 to April 1990, he was Vice President and Service Director of Electronic
Output Strategies. Mr. Carter holds a bachelor's degree from Case Western
Reserve, and an M.B.A. degree in finance and marketing from Columbia University.
Mr. Halligan has been Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary since September 1991. Prior to joining Gartner
Group, Mr. Halligan spent more than 22 years at General Electric Company in a
variety of financial management roles, including Staff Vice President, Finance
at GE Communications and Services from May 1988 to September 1991. Mr. Halligan
holds a bachelor's degree in economics from Providence College. Mr. Halligan
currently serves on the board of directors of the Stamford Chapter of the
American Red Cross.
Mr. Fleisher has been Executive Vice President of the Company and President,
Gartner Group Emerging Businesses since November 1996. From October 1995, he was
Senior Vice President, Emerging Businesses; from October 1994 to October
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1995, he was Vice President Worldwide Events; from April 1993 to October 1995 he
was Vice President of Business Development. Mr. Fleisher's previous business
experience includes working as an associate at Information Partners, a venture
capital firm, from 1990 to 1993. Mr. Fleisher holds a bachelor's degree in
economics from Wharton School of Business.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company effected an initial public offering of its Class A Common Stock in
October 1993 at a price to the public of $2.75 per share. As of November 30,
1997, there were approximately 234 holders of record of the Company's Class A
Common. The Company's Class A Common Stock is listed for quotation in the Nasdaq
National Market under the symbol "GART."
The Company has not paid any cash dividends on its common stock and currently
intends to retain any future earnings for use its business. Accordingly, the
Company does not anticipate that any cash dividends will be declared or paid on
the common stock in the foreseeable future.
The quarterly market price is included in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Common Stock
Information.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The presentation under "Selected Consolidated Financial Data" is included in
Item 8. Consolidated Financial Statements and Supplementary Data - Selected
Financial Data.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained on pages 13 through 19 of the 1997 Annual Report to
Stockholders of Registrant is incorporated herein by reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CONSOLIDATED FINANCIAL STATEMENTS
The Company's consolidated financial statements for the fiscal years ended
September 30, 1997 and 1996, together with the report thereon of KPMG Peat
Marwick LLP, independent auditors, dated October 31, 1997, on page 35 of the
1997 Annual Report to Stockholders of Registrant is incorporated herein by
reference. The Company's consolidated financial statements for the fiscal year
ended September 30, 1995, together with the report thereon of Price Waterhouse
LLP, independent accountants, dated November 1, 1995, except as to the Dataquest
acquisition discussed in Note 3, which is as of January 25, 1996) and the stock
split discussed in Note 10, which is as of March 29, 1996, is included as
Exhibit 23.4 to this Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None in the fiscal year ended September 30, 1997.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to Directors is set forth under the caption "Proposal One:
Election of Directors" on pages 3 through 10 in the Proxy Statement for Annual
Meeting of Stockholders of Registrant to be held January 20, 1998 and is
incorporated herein by reference. Certain information regarding Executive
Officers of the Registrant is presented after Item 4 in Part I of this 1997
Annual Report on Form 10-K.
Information relating to Section 16(a) of the Exchange Act is set forth under the
caption "Section 16(a) Reporting Delinquencies " on page 14 in the Proxy
Statement for Annual Meeting of Stockholders of Registrant to be held January
20, 1998 and is incorporated herein by reference.
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ITEM 11. EXECUTIVE COMPENSATION.
Information relating to Executive Compensation is set forth under the caption
"Executive Compensation" on pages 5 through 9 of the Proxy Statement for Annual
Meeting of Stockholders of Registrant to be held January 20, 1998 and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to Security Ownership of Certain Beneficial Owners and
Management is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" on page 11 in the Company's Proxy Statement
for Annual Meeting of Stockholders of Registrant to be held January 20, 1998 and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to Certain Relationships and Related Transactions is set
forth under the caption "Certain Relationships and Transactions" of the Proxy
Statement for Annual Meeting of Stockholders of Registrant to be held January
20, 1998 on page 12 and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The presentation under "Financial Statements" is included in
Item 8. Consolidated Financial Statements and Supplementary
Data.
2. Financial Statement Schedule
II. Valuation and qualifying accounts
Schedules not listed above have been omitted because the
information required to be set forth therein is not applicable
or is shown in the financial statements or notes thereto.
3. Exhibits
Exhibit
Number Description of Document
------ -----------------------
3.1(a)(2) Restated Certificate of Incorporation
3.1(b)(5) Amendment dated March 18, 1996 to Restated
Certificate of Incorporation
3.2(5) Amended Bylaws, as of April 24, 1997
4.1 Article IV and V of Restated Certificate
of Incorporation (see Exhibits 3.1(a)
and (b))
4.2(1) Form of Certificate for Common Stock
10.1(1) Form of Indemnification Agreement
10.2(1) Amended and Restated Registration Rights
Agreement dated March 19, 1993 among the
Registrant, Dun & Bradstreet Corporation
and D&B Enterprises, Inc.
10.3(1) Stockholder's Agreement dated as of March
19, 1993 by and between the Registrant
and Dun & Bradstreet Corporation
10.4(2) Lease dated December 29, 1994 by and between
Soundview Farms and the Registrant
related to premises at 56 Top Gallant
Road, 70 Gatehouse Road, and 88 Gatehouse
Road, Stamford, Connecticut
10.5 Lease dated May 16, 1997 by and between
Soundview Farms and the Registrant
related to premises at 56 Top Gallant
Road, 70 Gatehouse Road, 88 Gatehouse
Road and 10 Signal Road, Stamford,
Connecticut (amendment to lease dated
December 29, 1994, see exhibit 10.4)
10.6(1)* Long Term Incentive Plan (Tenure Plan),
including form of Employee Stock Purchase
Agreement
10.7(4)* 1991 Stock Option Plan, as amended and
restated on February 24, 1997
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10.8(1)* 1993 Director Stock Option Plan
10.9(1)* Employee Stock Purchase Plan
10.10(4)* 1994 Long Term Stock Option Plan, as amended
and restated on February 24, 1997
10.11(2) Forms of Master Client Agreement
10.12(1) Commitment Letter dated July 16, 1993 from
The Bank of New York
10.13(1) Indemnification Agreement dated April 16,
1993 by and among the Registrant, Cognizant
(as successor to the Dun & Bradstreet
Corporation) and the Information
Partners Capital Fund
10.15 (3) Commitment Letter dated September 30, 1996
from Chase Manhattan Bank
10.16(4)* 1996 Long Term Stock Option Plan, as amended
and restated on February 24, 1997
10.17* Promissory Note from Manuel A. Fernandez
dated June 4, 1997
10.18* Promissory Note from William T. Clifford
dated June 4, 1997
10.19* Promissory Note from E. Follett Carter dated
June 4, 1997
10.20* Promissory Note from John F. Halligan dated
June 4, 1997
10.21* Employment Agreement by and between
Manuel A. Fernandez and Gartner Group, Inc.
as of April 1, 1997
11.1 Computation of Net Income per Common Share
13.1 Annual report to stockholders
21.1 Subsidiaries of Registrant
23.1 Auditors' Report on Schedule and Consent
23.2 Accountants' Consent
23.3 Report of Independent Accountants
23.4 Report of Independent Accountants on
Financial Statement Schedule
24.1 Power of Attorney (see Signature Page)
27.1 Financial Data Schedules
* Management contract or compensation plan or
arrangement required to be filed as an exhibit to
this report on Form 10-K pursuant to Item 14(c) this
report.
(1) Incorporated by reference from the Registrant's
Registration Statement on Form S-1 (File No.
33-67576), as amended, effective October 4, 1993.
(2) Incorporated by reference from the Registrant's
Annual Report on Form 10-K as filed on December 21,
1995.
(3) Incorporated by reference from the Registrant's
Annual Report on Form 10-K as filed on December 17,
1996.
(4) Incorporated by reference from Registrant's Quarterly
Report on Form10-Q as filed on August 14, 1997.
(5) Incorporated by reference from Registrant's
Registration Statement on Form S-8 (File No.
333-35169) as filed on September 8, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the fiscal
quarter ended September 30, 1997.
(c) Exhibits
See (a) above.
(d) Financial Statement Schedule
See (a) above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on the 12th day of December, 1997.
GARTNER GROUP, INC.
By: /s/ MANUEL A. FERNANDEZ
--------------------------------
Manuel A. Fernandez
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Manuel A. Fernandez and John F. Halligan,
and each of them acting individually, as his attorney-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Report on Form 10-K, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on Form 10-K has been signed by the following persons in the capacities and on
the dates indicated:
NAME TITLE DATE
---- ----- ----
/s/ MANUEL A. FERNANDEZ Director, Chairman of the Board and December 12, 1997
- ------------------------ Chief Executive Officer (Principal
Manuel A. Fernandez Executive Officer)
/s/ JOHN F. HALLIGAN Executive Vice President and Chief December 12, 1997
- -------------------- Financial Officer (Principal Financial
John F. Halligan and Accounting Officer)
/s/ MAX HOPPER Director December 12, 1997
- ---------------
Max Hopper
/s/ JOHN P. IMLAY Director December 12, 1997
- ------------------
John P. Imlay
/s/ STEPHEN G. PAGLIUCA Director December 12, 1997
- ------------------------
Stephen G. Pagliuca
/s/ DENNIS G. SISCO Director December 12, 1997
- --------------------
Dennis G. Sisco
/s/ WILLIAM O. GRABE Director December 12, 1997
- ---------------------
William O. Grabe
/s/ ROBERT E. WEISSMAN Director December 12, 1997
- -----------------------
Robert E. Weissman
By:/s/ JOHN F. HALLIGAN December 12, 1997
--------------------
John F. Halligan
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description of Document
------ -----------------------
3.1(a)(2) Restated Certificate of Incorporation
3.1(b)(5) Amendment dated March 18, 1996 to Restated
Certificate of Incorporation
3.2(5) Amended Bylaws, as of April 24, 1997
4.1 Article IV and V of Restated Certificate
of Incorporation (see Exhibits 3.1(a)
and (b))
4.2(1) Form of Certificate for Common Stock
10.1(1) Form of Indemnification Agreement
10.2(1) Amended and Restated Registration Rights
Agreement dated March 19, 1993 among the
Registrant, Dun & Bradstreet Corporation
and D&B Enterprises, Inc.
10.3(1) Stockholder's Agreement dated as of March
19, 1993 by and between the Registrant
and Dun & Bradstreet Corporation
10.4(2) Lease dated December 29, 1994 by and between
Soundview Farms and the Registrant
related to premises at 56 Top Gallant
Road, 70 Gatehouse Road, and 88 Gatehouse
Road, Stamford, Connecticut
10.5 Lease dated May 16, 1997 by and between
Soundview Farms and the Registrant
related to premises at 56 Top Gallant
Road, 70 Gatehouse Road, 88 Gatehouse
Road and 10 Signal Road, Stamford,
Connecticut (amendment to lease dated
December 29, 1994, see exhibit 10.4)
10.6(1)* Long Term Incentive Plan (Tenure Plan),
including form of Employee Stock Purchase
Agreement
10.7(4)* 1991 Stock Option Plan, as amended and
restated on February 24, 1997
11
10.8(1)* 1993 Director Stock Option Plan
10.9(1)* Employee Stock Purchase Plan
10.10(4)* 1994 Long Term Stock Option Plan, as amended
and restated on February 24, 1997
10.11(2) Forms of Master Client Agreement
10.12(1) Commitment Letter dated July 16, 1993 from
The Bank of New York
10.13(1) Indemnification Agreement dated April 16,
1993 by and among the Registrant, Cognizant
(as successor to the Dun & Bradstreet
Corporation) and the Information
Partners Capital Fund
10.15 (3) Commitment Letter dated September 30, 1996
from Chase Manhattan Bank
10.16(4)* 1996 Long Term Stock Option Plan, as amended
and restated on February 24, 1997
10.17* Promissory Note from Manuel A. Fernandez
dated June 4, 1997
10.18* Promissory Note from William T. Clifford
dated June 4, 1997
10.19* Promissory Note from E. Follett Carter dated
June 4, 1997
10.20* Promissory Note from John F. Halligan dated
June 4, 1997
10.21* Employment Agreement by and between
Manuel A. Fernandez and Gartner Group, Inc.
as of April 1, 1997
11.1 Computation of Net Income per Common Share
13.1 Annual report to stockholders
21.1 Subsidiaries of Registrant
23.1 Auditors' Report on Schedule and Consent
23.2 Accountants' Consent
23.3 Report of Independent Accountants
23.4 Report of Independent Accountants on
Financial Statement Schedule
24.1 Power of Attorney (see Signature Page)
27.1 Financial Data Schedules
* Management contract or compensation plan or
arrangement required to be filed as an exhibit to
this report on Form 10-K pursuant to Item 14(c) this
report.
(1) Incorporated by reference from the Registrant's
Registration Statement on Form S-1 (File No.
33-67576), as amended, effective October 4, 1993.
(2) Incorporated by reference from the Registrant's
Annual Report on Form 10-K as filed on December 21,
1995.
(3) Incorporated by reference from the Registrant's
Annual Report on Form 10-K as filed on December 17,
1996.
(4) Incorporated by reference from Registrant's Quarterly
Report on Form10-Q as filed on August 14, 1997.
(5) Incorporated by reference from Registrant's
Registration Statement on Form S-8 (File No.
333-35169) as filed on September 8, 1997.