GAIA, INC — Capital/Financing Update 2005

Aug 26, 2005

8-K 1 a05-15395_18k.htm 8-K

UNITED STATES 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): August 22, 2005

GAIAM, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	0-27515	84-1113527
(State or Other
Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
360
Interlocken Boulevard, Broomfield, Colorado 80021
(Address of
Principal Executive Offices)
Registrant’s
telephone number, including area code: (303)
222-3600
Not
Applicable
(Former Name or
Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02 – Unregistered Sales of Equity Securities.

On August 22, 2005, we issued and sold an aggregate of 2,500,000 shares of our Class A common stock for an aggregate purchase price of $20 million to Revolution Living, LLC. The issuance and sale of the shares was made pursuant to a previously announced and filed Transaction Agreement dated August 4, 2005. The issuance and sale of the Class A common stock was made pursuant to an exemption from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act of 1933, as amended.

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SIGNATURE

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.

By:	/s/ Janet Mathews
	Janet Mathews
	Chief Financial Officer
Date: August 26, 2005

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