GAIA, INC — Capital/Financing Update 2005

Jan 27, 2005

8-K 1 a05-2285_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): January 21, 2005

GAIAM, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	0-27515	84-1113527
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	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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TABLE OF CONTENTS

| Item 1.01 | Entry into a Material Definitive Agreement | | | --- | --- | --- | | Item 9.01 | Financial Statements and Exhibits | | | | (c) | Exhibits | | | | Exhibit 99.1 | | SIGNATURE | | |

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Item 1.01 Entry into a Material Definitive Agreement

On January 21, 2005, Gaiam, Inc. and Wells Fargo Bank, National Association, entered into a Change in Terms Agreement, which extends to May 31, 2005 the scheduled maturity date of the $15,000,000 Promissory Note and Loan Agreement dated December 31, 2002, between Gaiam and Wells Fargo. As of January 21, 2005, no amounts were outstanding under the Loan Agreement. The foregoing summary of the Change in Terms Agreement is qualified by reference to exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Change in Terms Agreement dated January 21, 2005, between Gaiam,
Inc. and Wells Fargo Bank, National Association

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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: January 26, 2005 | |

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