Colorado (State or other jurisdiction of incorporation or organization) |
84-1113527 (I.R.S. Employer Identification No.) |
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(2) |
Class A Common Stock, par value $.0001 per share | $100,000,000 | $10,700 |
(1) | An indeterminate number of shares of Class A common stock are being registered that the Registrant may issue at various times and at indeterminate prices, with a total offering price not to exceed $100,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of
Class A common stock as may be issuable by the Registrant with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. Estimated solely for the purpose of computing the amount of the registration fee under the Securities Act of 1933. |
(2) | Fee calculated pursuant to Rule 457(o) and Section 6(b) of the Securities Act of 1933. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 7, 2006 PROSPECTUS Gaiam, Inc. $100,000,000 Gaiam, Inc. Class A Common Stock We may offer and sell from time to time in one or more offerings shares of Class A common stock of Gaiam up to a total public offering price of $100,000,000. Our Class A common stock is quoted on the Nasdaq National Market under the symbol "GAIA." The closing sales price of our Class A common stock on the Nasdaq National Market on April 7, 2006 was $16.00 per share. Each time we sell shares, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Information Incorporated by Reference" before you make your investment decision. We will sell the shares to underwriters or dealers, through agents, or directly to investors, or a combination of these methods. The names of the underwriters, dealers or agents, fees, commissions and discounts they will receive, as well as the net proceeds to us, will be set forth in supplements to this prospectus. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution." Investing in our Class A common stock involves a high degree of risk. See "Risk Factors" beginning on page 3 of this prospectus, as well as in supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April 7, 2006. TABLE OF CONTENTS |
About This Prospectus Where You Can Find More Information Information Incorporated By Reference Special Note Regarding Forward-Looking Statements Risk Factors Use of Proceeds Plan of Distribution Legal Matters Experts |
| Annual Report on Form 10-K for the year ended December 31, 2005; |
| The description of our common stock contained in our registration statement on Form 8-A filed on October 1, 1999;and |
| All other reports filed by us under Section 13(a) of 15(d) of the Securities Exchange Act of 1934 since the end of our fiscal year ended December 31, 2005. |
| the terms of the offering; |
| the names of any underwriters, dealers or agents; |
| the purchase price; |
| the net proceeds to us; |
| any delayed delivery arrangements; |
| any underwriting discounts and other items constituting underwriters compensation; |
| the initial public offering price; |
| any discounts or concessions allowed, reallowed or paid to dealers; and |
| any commissions paid to agents. |
SEC registration fee | $ | 10,700 |
Accounting fees and expenses | $ | |
Legal fees and expenses | $ | |
Printing and engraving | $ | |
Miscellaneous expenses | $ | |
Total | $ |
Exhibit No. |
Description |
---|---|
4.1 | Form of Gaiam, Inc. Stock Certificate (incorporated by reference to Exhibit 4.1 of Gaiam's Registration Statement on Form S-1 (No. 333-83283)). |
5.1 | Opinion of Bartlit Beck Herman Palenchar & Scott LLP (to be filed by amendment) |
23.1 | Consent of Ehrhardt Keefe Steiner & Hottman PC (filed herewith). |
23.2 | Consent of Ernst & Young LLP (filed herewith). |
24.1 | Power of Attorney (included on the signature pages to this Registration Statement). |
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than twenty percent (20%) change in the maximum aggregate offering price set forth in the Calculation of Registration Feetable in the effective registration statement; |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however, that paragraphs (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 and section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
GAIAM, INC. By: /s/ Jirka Rysavy Jirka Rysavy Chairman and Chief Executive Officer |
Signature |
Title |
Date |
---|---|---|
/s/ Jirka Rysavy | Jirka Rysavy, Chairman of the Board and Chief Executive Officer | 4/7/06 |
/s/ Lynn Powers | Lynn Powers, President, Secretary and director | 4/7/06 |
James Argyropoulos, director | ||
/s/ Barnet M. Feinblum | Barnet M. Feinblum, director | 4/7/06 |
/s/ Barbara Mowry | Barbara Mowry, director | 4/7/06 |
/s/ Ted Nark | Ted Nark, director | 4/7/06 |
/s/ Paul H. Ray | Paul H. Ray, director | 4/7/06 |
/s/ Janet Mathews | Janet Mathews, Chief Financial Officer | 4/7/06 |
/s/ Michael Frazho | Michael Frazho, Controller (principal accounting officer) | 4/7/06 |
INDEX TO EXHIBITS |
Exhibit No. |
Description |
---|---|
4.1 | Form of Gaiam, Inc. Stock Certificate (incorporated by reference to Exhibit 4.1 of Gaiam's Registration Statement on Form S-1 (No. 333-83283)). |
5.1 | Opinion of Bartlit Beck Herman Palenchar & Scott LLP (to be filed by amendment) |
23.1 | Consent of Ehrhardt Keefe Steiner & Hottman PC (filed herewith). |
23.2 | Consent of Ernst & Young LLP (filed herewith). |
24.1 | Power of Attorney (included on the signature pages to this Registration Statement). |