SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2000
GAIAM, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-27515 84-1113527
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
360 Interlocken Blvd., Suite 300
Broomfield, Colorado 80021
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 222-3600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On June 30, 2000, Gaiam, Inc. ("Gaiam") and WholePeople.com, Inc.
("Amrion") contributed certain of their Internet properties (the "Contribution")
into Gaiam.com, Inc. ("Gaiam.com"). The Contribution was made pursuant to the
terms of a contribution agreement dated as of June 19, 2000 among Gaiam, Amrion,
and certain related parties, as amended (the "Contribution Agreement"). In
exchange for the contributed Internet properties, Gaiam received 50.1% of
Gaiam.com's common stock and Amrion received the remaining 49.9% of Gaiam.com's
common stock. Gaiam.com, which will continue its Internet e-commerce business,
will be consolidated by Gaiam with Gaiam's other operations.
Pursuant to the Contribution Agreement, Gaiam and Amrion also agreed to
certain marketing arrangements. Jirka Rysavy, the Chief Executive Officer of
Gaiam, will serve as Chairman of the Board of Directors and Co-Chief Executive
Officer and John Mackey, the Chief Executive Officer of Whole Foods Markets,
Inc., will serve as Co-Chief Executive Officer. This summary of the Contribution
Agreement is qualified in its entirety by reference to the copy of the
Contribution Agreementattached as Exhibit 10.1 and incorporated by this
reference.
Item 7(a) Financial Statements
Not applicable.
In connection with the Contribution Agreement, Amrion contributed certain
of its Internet-related assets, including the Wholepeople.com,
healthsmartvitamins.com and bioenergynutrients.com websites, plus $3 million in
cash and a $3 million short-term note, in exchange for 49.9% of Gaiam.com.
During June 2000, Gaiam also sold 6,000 shares of Redeemable Class A preferred
stock in Gaiam.com, Inc., at a price of $1,000 per share, to Amrion.
Item 7(b) Pro Forma Financial Information
GAIAM, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
The following unaudited pro forma consolidated statement of income for the
year ended December 31, 1999 is derived from the historical consolidated
statement of operations of Gaiam, adjusted to give effect to the contribution of
the Wholepeople.com, healthsmartvitamins.com and bioenergynutrients.com websites
as part of the merger effected by the Contribution Agreement between Gaiam and
Amrion and certain related parties. The unaudited pro forma consolidated
statement of income for the twelve months ended December 31, 1999 assumes that
the merger occurred as of September 1, 1999, the commencement of Gaiam.com, Inc.
The pro forma consolidated statement of income is provided for illustrative
purposes only and is not necessarily indicative of the operating results or
financial position that would have been achieved had the merger been consummated
at the dates indicated, nor is it necessarily indicative of future operating
results.
GAIAM, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
A. Year Ended December 31, 1999
Contributed Total
Gaiam, Inc. Websites Adjustments Pro Forma
----------- ----------- ----------- -----------
Net revenue................ $ 45,724,662 $ 200,172 $ -- $ 45,924,834
Cost of goods sold......... 18,175,787 86,793 -- 18,262,580
----------- ----------- ----------- -----------
Gross profit............... 27,548,875 113,379 -- 27,662,254
Expenses:
Selling and operating.... 22,337,950 83,482 -- 22,421,432
Corporate, general and
administration........... 3,086,514 40,725 -- 3,127,239
----------- ----------- ----------- -----------
Total expenses.......... 25,424,464 124,207 -- 25,548,671
----------- ----------- ----------- -----------
Income (loss) from operations 2,124,411 (10,828) -- 2,113,583
Other income (expense):
Realized gain (loss) on sale
of securities and
other, (See Note 6)..... 971,159 -- -- 971,159
Interest expense......... (365,294) -- -- (365,294)
----------- ----------- ----------- -----------
Other income (expense), net 605,865 -- -- 605,865
----------- ----------- ----------- -----------
Income before income taxes
and minority interest..... 2,730,276 (10,828) - 2,719,448
Provision for income taxes. 1,062,789 -- -- 1,062,789
Minority interest in net
income (loss) of consolidated
subsidiary, net of tax ... (50,858) -- (52,256)(b) (103,114)
----------- ----------- ----------- -----------
Net income.............. $ 1,718,345 $ (10,828) $ 52,256 $ 1,759,773
=========== =========== =========== ===========
Net income per share:
Basic................... $ 0.20 $ 0.20
Diluted.................. $ 0.19 $ 0.19
Shares used in computing net income
per share:
Basic................... 8,785,205 8,785,205
Diluted................. 9,119,108 9,119,108
See accompanying notes.
GAIAM, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
A. Notes to Unaudited Pro Forma Consolidated Statement of Income
(a) Represents the results of operations of the Wholepeople.com,
healthsmartvitamins.com and bioenergynutirients.com websites. These
websites were contributed to Gaiam.com as part of the merger effected by
the Contribution Agreement between Gaiam, Inc. and Whole Foods Market, Inc.
(Amrion) and certain other related parties.
(b) Represents the adjustment to minority interest to reflect Amrion's 49.9%
ownership interest in the results of Gaiam.com, Inc. for the entire year.
Item 7 (c) Exhibits.
10.1 Contribution Agreement dated June 19, 2000 by and among Gaiam, Inc.,
Gaiam.com, Inc., WholePeople.com, Inc., WPcom Colorado, Inc., WP Internet
Company and GnewCo, Inc. as amended on July 10, 2000 (incorporated by
reference to Gaiam's Current Report on Form 8-K filed July 11, 2000).
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.
GAIAM, INC.
By: /s/ Jirka Rysavy
Name: Jirka Rysavy
Title: Chief Executive Officer
Date: September 15, 2000
Exhibit Index
10.1 Contribution Agreement dated June 19, 2000 by and among Gaiam, Inc.,
Gaiam.com, Inc., WholePeople.com, Inc., WPcom Colorado, Inc., WP Internet
Company and GnewCo, Inc., as amended on July 10, 2000 (incorporated by
reference to Gaiam's Current Report on Form 8-K filed on July 11, 2000).