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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Gaiam, Inc.
---------------------------------------------------------------
(Name of Company)
Class A Common Stock, par value $0.0001 per share
---------------------------------------------------------------
(Title of Class of Securities)
3268Q103
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(CUSIP Number of Class of Securities)
Mathew Hoffman, Esq. Eleazer Klein
Prentice Capital Management, LP Schulte Roth & Zabel LLP
623 Fifth Avenue, 32nd Floor 919 Third Avenue
New York, NY 10022 New York, NY 10022
(212) 756-8040 (212) 756-2376
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2007
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [x]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
--------------------------------- ---------------------------
CUSIP NO. 3268Q103 PAGE 2 OF 10 PAGES
--------------------------------- ---------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prentice Capital Management, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,270,953
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,270,953
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,270,953
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
--------------------------------- ---------------------------
CUSIP NO. 3268Q103 PAGE 3 OF 10 PAGES
--------------------------------- ---------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Zimmerman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
8,705
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,273,953
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
8,705
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,273,953
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,282,658
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
CUSIP No. 3268Q103 SCHEDULE 13D Page 4 of 10 Pages
This Schedule 13D is being filed by Prentice Capital Management, LP
("Prentice Capital Management") and Michael Zimmerman ("Mr. Zimmerman" and,
together with Prentice Capital Management, the "Reporting Persons"), relating to
the Class A Common Stock, par value $0.0001 per share, of Gaiam, Inc., a
Colorado corporation (the "COMPANY"). Unless the context otherwise requires,
references herein to the "Shares" are to the Class A Common Stock of the
Company.
The Reporting Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act. The agreement among the Reporting Persons to file jointly (the "JOINT
FILING AGREEMENT") is attached hereto as Exhibit A. Each of Prentice Capital
Management and Mr. Zimmerman disclaims beneficial ownership of all of the Shares
reported in this Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Class A Common Stock, par
value $0.0001 per share, of the Company, owned by private investment funds and
managed accounts managed by Prentice Capital Management and Mr. Zimmerman. The
Company's principal executive office is located at 360 Interlocken Boulevard,
Broomfield, Colorado 80021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Prentice Capital Management
and Mr. Zimmerman.
(b) The address of the principal business office of Prentice Capital
Management and Mr. Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New York
10022.
(c) The principal business of Prentice Capital Management is to serve
as investment manager to investment funds (including Prentice Capital Partners,
LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice
Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and
Prentice Special Opportunities Master, L.P.) and manage investments for certain
entities in managed accounts with respect to which it has voting and dispositive
authority over Shares reported in this Schedule 13D. The principal business of
Mr. Zimmerman is to act as the Managing Member of (i) Prentice Management GP,
LLC, the general partner of Prentice Capital Management, (ii) Prentice Capital
GP, LLC, the general partner of certain investment funds and (iii) Prentice
Capital GP II, LLC, the managing member of Prentice Capital GP II, LP, which is
the general partner of certain other investment funds. As such, he may be deemed
to control Prentice Capital Management and the investment funds and managed
accounts and therefore may be deemed to be the beneficial owner of the Shares
reported in this Schedule 13D.
(d) Neither of the Reporting Persons nor any of Prentice Capital
Management's executive officers or members has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
CUSIP No. 3268Q103 SCHEDULE 13D Page 5 of 10 Pages
(e) Neither of the Reporting Persons nor any of Prentice Capital
Management's executive officers or members has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Prentice Capital Management is a Delaware limited partnership. Mr.
Zimmerman is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
4,270,953 of the Shares reported in this Schedule 13D were acquired by
private investment funds and managed accounts for which Prentice Capital
Management and Mr. Zimmerman control the investing and trading in securities.
Prentice Capital Management does not directly own any Shares. Mr. Zimmerman
personally owns 8,705 Shares and has voting and dispositive authority over 3,000
Shares held by The Michael & Holly Zimmerman Family Foundation Inc. The source
of funds for the purchase of the Shares reported in this Schedule 13D was (a)
with respect to the private investment funds and managed accounts, the working
capital of such investment funds, (b) with respect to one of the managed
accounts, pursuant to margin accounts in the regular course of business, (c)
with respect to Mr. Zimmerman's shares, personal funds and (d) with respect to
the shares held by The Michael & Holly Zimmerman Family Foundation Inc., the
working capital of the foundation.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares reported in this Schedule 13D were acquired for investment
in the ordinary course of business. The Reporting Persons do not have any
present plan or proposal that would relate to, or result in, any of the matters
set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The Reporting Persons had previously filed their benfeficial ownership
on Schedule 13G, however, because the Company reduced the aggregate number of
outstanding shares of Common Stock, the Reporting Persons may be deemed to
beneficially own more than 20% of the outstanding Shares and therefore are
required to file on Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Prentice Management may be deemed to beneficially own, in the
aggregate, 4,270,953 Shares, representing approximately 22.2% of the Company's
outstanding Class A Common Stock (based upon the 19,250,276 Shares stated to be
outstanding by the Company as of March 12, 2007, in the Company's Form 10-K for
the fiscal year ended December 31, 2006, filed with the Securities and Exchange
Commission on March 14, 2007). Mr. Zimmerman may be deemed to beneficially own,
in the aggregate, 4,282,658 Shares representing approximately 22.2% of the
Company's outstanding Class A Common Stock.
CUSIP No. 3268Q103 SCHEDULE 13D Page 6 of 10 Pages
(b) Prentice Capital Management and Michael Zimmerman have shared
voting power with respect to 4,270,953 Shares. Mr. Zimmerman also has shared
voting power with respect to the 3,000 Shares held by The Michael & Holly
Zimmerman Family Foundation Inc. and has sole voting power with respect to 8,705
Shares that he personally owns.
(c) See Exhibit B attached hereto. The transactions set forth on
Exhibit B were effected by private investment funds and managed accounts for
which Prentice Capital Management and Mr. Zimmerman control the investing and
trading in securities within 60 days preceding the filing of this Schedule 13D.
(d) The limited partners or shareholders of the private investment
funds and the entities for which Prentice Capital Management and Mr. Zimmerman
manages investments in managed accounts have the right to participate indirectly
in the receipt of dividends from, or proceeds from the sale of, the Shares in
accordance with their respective ownership interests in their respective funds.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is
attached hereto as Exhibit A.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Joint Filing Agreement dated April 2, 2007, signed by each of the
Reporting Persons in order to confirm that this statement is being filed on
behalf of each of the Reporting Persons.
CUSIP No. 3268Q103 SCHEDULE 13D Page 7 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 2, 2007
PRENTICE CAPITAL MANAGEMENT, LP
By: /s/ Michael Weiss
------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
/s/ Michael Zimmerman
------------------------------
Michael Zimmerman
CUSIP No. 3268Q103 SCHEDULE 13D Page 8 of 10 Pages
EXHIBIT INDEX
Exhibit A -- Joint Filing Agreement dated April 2, 2007, signed by each of the
Reporting Persons in order to confirm that this statement is being filed on
behalf of each of the Reporting Persons.
CUSIP No. 3268Q103 SCHEDULE 13D Page 9 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the schedule
13D filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Class
A Common Stock, par value $0.0001 per share, of Gaiam, Inc., a Colorado
corporation, is being filed, and all amendments thereto will be filed, on behalf
of each of the persons and entities named below, in accordance with Rule 13d-1
under the Securities Exchange Act of 1934, as amended. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated as of April 2, 2007
PRENTICE CAPITAL MANAGEMENT, LP
By: /s/ Michael Weiss
------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
/s/ Michael Zimmerman
------------------------------
Michael Zimmerman
CUSIP No. 3268Q103 SCHEDULE 13D Page 10 of 10 Pages
EXHIBIT B
LIST OF TRANSACTIONS
Name Date Number of Shares Price Per Share
Purchased/(Sold)
Prentice Capital Offshore, Ltd. 02/07/07 310,170 $13.14
Prentice Capital Partners QP, LP 02/07/07 98,007 $13.14
Prentice Capital Partners, LP 02/07/07 15,439 $13.14
Prentice Special Opportunities,
LP 02/07/07 24,213 $13.14
Prentice Special Opportunities
Master, L.P. 02/07/07 97,489 $13.14