SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 29, 2001
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 January 29, 2001, the Company acquired all of the 4,814,242 outstanding
shares of the Common Stock of Real Goods Trading Corporation ("RGTC") pursuant
to a Merger Agreement between the Company and RGTC dated October 13, 2000. Under
the Merger Agreement, a wholly-owned subsidiary of the Company (the "Merger
Sub") was merged with and into RGTC (the "Merger"), with RGTC as the surviving
company. In exchange for all of the outstanding shares of RGTC Common Stock, the
Company issued one share of Gaiam Class A Common Stock for every 10 shares of
RGTC Common Stock outstanding (or a total of approximately 481,424 shares of
Gaiam Class A Common Stock). Pursuant to the Merger Agreement, each shareholder
of RGTC is also entitled to receive (i) a gift certificate redeemable for the
Company's products in lieu of any fractional share of Gaiam Class A Common
Stock, and (ii) at his or her option, another gift certificate equal to $1 for
each share of RGTC Common Stock he or she owned on the effective date of the
Merger, up to a maximum value of $100. As a result of the Merger, the 4,814,242
shares of RGTC Common Stock were cancelled and the 1,000 shares of the common
stock of Merger Sub were converted into 1,000 shares of RGTC Common Stock. The
1,000 shares of RGTC Common Stock are the only shares of RGTC Common Stock now
outstanding. The foregoing summary of the transaction is qualified in its
entirety by reference to the Merger Agreement attached hereto as exhibit 10.1
and incorporated herein by reference.
On January 30, 2001, the Company issued the press release attached hereto
as Exhibit 99.1, which is incorporated herein by reference. The press release
announced the completion of the Merger.
A portion of the assets of RGTC acquired by the Company pursuant to the
Merger Agreement consist of physical property which was used by RGTC in its
business as a multi-channel marketer of environmental and renewable energy
products. The Company intends to continue such use.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of RGTC required by Item 7(a) were previously
provided in the Company's Amendment No. 1 to Form S-4 Registration Statement
dated December 6, 2000 (Registration No. 333-50560) and are incorporated herein
by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b) was previously
provided in the Company's Amendment No. 1 to Form S-4 Registration Statement
dated December 6, 2000 (Registration No. 333-50560) and is incorporated herein
by reference.
(c) Exhibits.
10.1 Merger Agreement dated October 13, 2000 by and among Gaiam, Inc. and Real
Goods Trading Corporation (incorporated by reference to Exhibit 2.1 to
Gaiam, Inc.'s Amendment No. 1 to Form S-4 Registration Statement dated
December 6, 2000 (Registration No. 333-50560)).
99.1 Press release dated January 30, 2001 issued by the Company.
99.2 Real Goods Trading Corporation Financial Statements as of and for the Years
ended March 31, 2000 and 1999 (incorporated by reference to Gaiam, Inc.'s
Amendment No. 1 to Form S-4 Registration Statement dated December 6, 2000
(Registration No. 333-50560)).
99.3 Unaudited Pro Forma Combined Condensed Financial Statements (incorporated
by reference to Gaiam, Inc.'s Amendment No. 1 to Form S-4 Registration
Statement dated December 6, 2000 (Registration No. 333-50560)).
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: February 12, 2001
Exhibit Index
10.1 Merger Agreement dated October 13, 2000 by and among Gaiam, Inc. and Real
Goods Trading Corporation (incorporated by reference to Exhibit 2.1 to
Gaiam, Inc.'s Registration Statement on Form S-4 dated November 22, 2000
(Registration No. 333-50560)).
99.1 Press release dated January 30, 2001 issued by the Company.
99.2 Real Goods Trading Corporation Financial Statements as of and for the Years
ended March 31, 2000 and 1999 (incorporated by reference to Gaiam, Inc.'s
Amendment No. 1 to Form S-4 Registration Statement dated December 6, 2000
(Registration No. 333-50560)).
99.3 Unaudited Pro Forma Combined Condensed Financial Statements (incorporated
by reference to Gaiam, Inc.'s Amendment No. 1 to Form S-4 Registration
Statement dated December 6, 2000 (Registration No. 333-50560)).