Filed by Gaiam, Inc. pursuant to
Rule 425 under the Securities
Act of 1933 and deemed filed
pursuant to Rules 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Gaiam, Inc.
Commission File Number: 0-27517
On October 16, 2000, Gaiam, Inc. and Real Goods Trading Corporation
jointly issued the following press release:
GAIAM AND REAL GOODS ANNOUNCE MERGER
Real Goods' Mission Continues
Broomfield, Colo. & Santa Rosa, Calif. - October 16, 2000 - Gaiam, Inc.
(Nasdaq: GAIA), a multi-channel lifestyle company marketing to customers who
value the environment, personal development and a healthy lifestyle and Real
Goods Trading Corporation (Nasdaq: RGTC), a multi-channel marketer of
environmental and renewable energy products, jointly announced today that they
have signed an agreement to merge, subject to Real Goods shareholder approval.
The Companies will hold a joint conference call today, October 16, at 9:30
a.m. M.D.T. (11:30 p.m. E.D.T.) The dial-in number is 888/324-7106 and the
password is Gaiam/Real Goods Conference Call.
The tax free stock for stock exchange, valued at $8.7 million, is expected
to close in January. Real Goods shareholders will receive one share of Gaiam
Class A common stock in exchange for each ten shares of Real Goods owned. In
addition, Real Goods shareholders will receive $1 in gift certificates for Gaiam
products for each Real Goods share owned up to $100 per person.
Real Goods, a pioneer in the environmental, healthy living and renewable
energy markets since 1978, will compliment Gaiam's brand. Both companies market
to the Lifestyles of Health and Sustainability (LOHAS) industry. The LOHAS
industry is expected to be a $227 billion market this year in the U.S. alone
according to Natural Business Communications.
Real Goods' revenues for the calendar year 2000 are expected to be
approximately $16 million. Gaiam intends to consolidate a majority of Real
Goods' operations into its established infrastructure and leverage Gaiam's
operational efficiencies and proprietary products, while maintaining the Real
Goods' brand name and mission. Including the cost of consolidation, the
transaction is expected to be neutral to Gaiam's 2001 earnings per share and
accretive in 2002.
The Real Goods Solar Living Center, a 12-acre solar-powered environmental
and healthy living demonstration site in Hopland, California with over 150,000
visitors per year, will become an important public relations vehicle for Gaiam's
message.
Jirka Rysavy, Chairman and founder of Gaiam, commented: "We're excited to
welcome Real Goods into Gaiam. Real Goods' long history of environmental
commitment and loyal customer base will allow Gaiam to bring its selection of
lifestyle products and information to a broader market."
John Schaeffer, Chairman and founder of Real Goods, added: "Jirka and I
have been talking about ways to work together for many years. I'm glad our two
companies have finally combined energies, and I think we'll make an incredibly
strong team to further our mutual missions that are now more important than ever
before. With the depth of the Gaiam team, Gaiam's unique proprietary products,
and their operational and marketing strength, Real Goods will finally be able to
achieve the economies of scale to reach a far wider audience. Together we will
be far stronger than Real Goods could be on its own."
A replay of the conference call will begin 1 hour after the end of the call
and will continue until October 18 at 7:00 p.m. E.D.T. The replay number is:
888/568-0354.
This press release includes forward-looking statements relating to matters
that are not historical facts. Forward-looking statements may be identified by
the use of words such as "expects," "believes," "will," "should" or comparable
terminology or by discussions of strategy. While the Company believes its
assumptions and expectations underlying forward-looking statements are
reasonable, there can be no assurance that actual results will not be materially
different. Risks and uncertainties that could cause materially different results
include, among others, introduction of the Company's new products and services,
the successful completion and integration of acquisitions, uncertainties
relating to the Internet, the possibility of negative economic conditions, and
other risks and uncertainties included in the Company's filings with the
Securities and Exchange Commission. The Company assumes no duty to update any
forward-looking statements.
--------------------------------
Contact:
Real Goods Trading Corporation
John Schaeffer, 707/521-4444
http: www.realgoods.com
or
Gaiam, Inc.
Lynn Powers, 303/222-3230
http: www.gaiam.com
Additional Information
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO (THE "PROXY STATEMENT/PROSPECTUS") WHICH WILL
BE PREPARED BY THE GAIAM, INC. AND REAL GOODS TRADING CORPORATION. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN INFORMATION
IMPORTANT TO INVESTORS. WHEN COMPLETED, THE PROXY STATEMENT/PROSPECTUS WILL BE
MAILED TO THE SHAREHOLDERS OF REAL GOODS TRADING CORPORATION. COPIES OF THE
PROXY STATEMENT/PROSPECTUS WILL BE AVAILABLE FOR FREE BY CONTACTING GAIAM, INC.
OR REAL GOODS TRADING CORPORATION OR AT THE SEC'S WEBSITE AT WWW.SEC.GOV.
