This excerpt taken from the GAIA 8-K filed May 19, 2006.
360 Interlocken Boulevard, Broomfield, Colorado 80021
Registrant's telephone number, including area code: (303) 222-3600
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):
Item 8.01 Other Events.
On May 18, 2006, Gaiam, Inc. ("Gaiam") priced an underwritten public offering of 5,000,000 shares (the "Shares") of its Class A Common Stock, par value $0.0001 per share (the "Common Stock"), pursuant to Gaiam's registration statement on Form S-3 (File No. 333-133106). The sale is being underwritten pursuant to an underwriting agreement (the "Underwriting Agreement") dated May 18, 2006 by and among Gaiam, and Thomas Weisel Partners LLC, Craig-Hallum Capital Group LLC and Jefferies & Company, Inc., as representatives of the several underwriters (collectively, the "Underwriters").
Pursuant to the Underwriting Agreement, Gaiam has agreed to sell the Shares to the Underwriters, and has granted the Underwriters an option to purchase up to an additional 750,000 shares of Common Stock to cover over-allotments. The Underwriters may exercise the option at any time in whole or in part within 30 days after the date of the Underwriting Agreement. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.
The Underwriting Agreement is attached as Exhibit 1.1 and incorporated herein by reference. A copy of the opinion of Bartlit Beck Herman Palenchar & Scott LLP relating to the legality of the issuance and sale of the shares of Class A common stock in the offering is attached as Exhibit 5.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
Date: May 18, 2006
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