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GAIA, INC Governance Information 2007

Nov 30, 2007

33870_rns_2007-11-30_da815ea9-e62d-4536-b383-0826884c493a.zip

Governance Information

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8-K 1 a07-30428_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): November 29, 2007

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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TABLE OF CONTENTS

Section 5 — Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 29, 2007, the Board of Directors of Gaiam, Inc. unanimously adopted the amended and restated Bylaws of Gaiam, Inc which amended and restated Bylaws are effective November 29, 2007. The Bylaws were amended to allow Gaiam to issue uncertificated shares to comply with the requirements of NASDAQ that the securities of listed companies be eligible for the direct registration of shares. A marked copy of the amended and restated Bylaws which shows the changes adopted is filed herewith as Exhibit 3.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit
3.1 Gaiam, Inc. Amended and
Restated Bylaws.

2

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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/ Vilia Valentine
Vilia Valentine
Chief Financial Officer
Date: November 29, 2007

3

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Exhibit Index

Exhibit No. Description of Exhibit
3.1 Gaiam, Inc. Amended and
Restated Bylaws.

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