SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )*
Real Goods Trading Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
756012 10 0
(CUSIP Number)
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
1899 Wynkoop Street, 8th Floor
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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 (the '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).
(Continued on following page(s))
CUSIP No. 756012-10-0 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gaiam.com, Inc.
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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*
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 7 SOLE VOTING POWER
SHARES 800,000
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 800,000
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
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14 TYPE OF REPORTING PERSON*
CO
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===============================================================================
CUSIP No. 756012-10-0 13D
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gaiam, Inc.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 800,000
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 800,000
----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
===============================================================================
===============================================================================
CUSIP No. 756012-10-0 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jirka Rysavy
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 800,000
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 800,000
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Statement on Schedule 13D (the 'Statement') relates to the Common
Stock, no par value (the 'Shares') of Real Goods Trading Corporation (the
'Company'). The principal executive offices of the Company are located at 3440
Airway Drive, Santa Rosa, California 95403.
Item 2. Identity and Background.
(a) This Statement is filed by Gaiam.com, Inc. ('Gaiam.com'), by virtue of
its direct beneficial ownership of the Option (as defined in Item 3 below) to
acquire Shares. Gaiam, Inc. ('Gaiam') is a majority shareholder of Gaiam.com and
by virtue of its share ownership, Gaiam.com's governing documents and agreements
with Gaiam.com's other shareholders, Gaiam may be deemed to control Gaiam.com
and therefore possess indirect beneficial ownership of the Shares deemed to be
directly beneficially held by Gaiam.com. Jirka Rysavy owns a majority of the
voting securities of Gaiam and is Chairman and Chief Executive Officer of Gaiam
and Chairman and Co-Chief Executive Officer of Gaiam.com. By virtue of such
relationships, Mr. Rysavy may be deemed to control Gaiam and Gaiam.com and may
be deemed to possess indirect beneficial ownership of the Shares deemed to be
held by Gaiam.com. However, Mr. Rysavy disclaims beneficial ownership of the
Shares directly beneficially held by Gaiam.com.
(b) The principal executive offices of Gaiam and Gaiam.com and the business
address of Mr. Rysavy are located at 360 Interlocken Blvd., Suite 300,
Broomfield, Colorado 80021.
(c) Gaiam's principal business is to produce and sell goods, services and
information, targeted to customers who value the environment, a sustainable
economy, healthy lifestyles and personal development, through catalogs,
retailers and (through Gaiam.com) the Internet. Gaiam.com's principal business
is to sell the goods, services and information listed above through the
Internet. Mr. Rysavy is Chairman and Chief Executive Officer of Gaiam.
(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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 of finding any
violation with respect to such laws.
(f) Gaiam and Gaiam.com are Colorado corporations. Mr. Rysavy is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph under Item 4 below is hereby incorporated by this
reference.
Item 4. Purpose of Transaction.
Gaiam, Gaiam.com and Amrion, Inc., formerly WholePeople.com, Inc.
('Amrion') entered into a contribution agreement dated as of June 19, 2000 among
Gaiam, Gaiam.com, Amrion, and certain related parties (the 'Contribution
Agreement'), pursuant to which Gaiam and Amrion contributed certain of their
Internet properties and other assets to Gaiam.com. Among the assets contributed
to Gaiam.com was a note in the aggregate principal amount of $3,000,000 payable
by WPcom Colorado, Inc., a subsidiary of Amrion ('WP Colorado'), to Gaiam.com
(the 'Note'). In addition, Gaiam.com was granted an option (the 'Option') by WP
Colorado to elect to receive 800,000 Shares held by WP Colorado in lieu of a
total of $2,000,000 in principal payments and accrued and unpaid interest
payments under the Note. The Option is exercisable until November 20, 2000. The
foregoing summary of the Contribution Agreement and the Option is qualified in
its entirety by reference to the text of the Contribution Agreement attached to
this Statement as Exhibit 1.
Depending upon their evaluation of the Company's investments and prospects,
and upon future developments (including, but not limited to, performance of the
Shares in the market, the effective yield on the Shares, availability of funds,
alternative uses of funds, and money, stock market and general economic
conditions), each of the Reporting Persons may from time to time purchase Shares
(including through the exercise of all or part of the Option), dispose of all or
a portion of the Shares or the Option, or cease buying or selling Shares. Any
such additional purchases or sales may be in open market or privately-negotiated
transactions or otherwise.
Except as described in this Item 4, none of the Reporting Persons has
formulated any plans or proposals which relate to or would result in any matter
required to be disclosed in response to paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Option, Gaiam.com has the right to
acquire 800,000 Shares and therefore may be deemed to be the
direct beneficial owner of such 800,000 Shares, or approximately
16.4% of the 4,881,742 Shares outstanding as of March 31, 2000,
according to the Company's most recent Annual Report on Form
10-K. By virtue of the relationships previously reported under
Item 2 of this Statement, Gaiam and Mr. Rysavy may be deemed to
have indirect beneficial ownership of the Shares directly
beneficially owned by Gaiam.com. Mr. Rysavy disclaims beneficial
ownership of such Shares.
(b) Gaiam.com has the power to direct the disposition of the Option and, if
the Option is exercised, will have power to direct the disposition of and vote
the Shares held by it. By virtue of the relationships described in Item 2 of
this Statement, Gaiam and Mr. Rysavy may be deemed to have the power to vote and
direct the disposition of any Shares held by Gaiam.com.
(c) The first paragraph under Item 4 above is hereby incorporated by this
reference. Except as set forth above, none of the Reporting Persons has effected
any transaction in the Shares during the past 60 days.
(d) Upon exercise of the Option, Gaiam.com will have the right to receive
and the power to direct the receipt of dividends from, and proceeds from the
sale of, the Shares held by it, and, by virtue of the relationships reported in
Item 2 of this Statement, each of Gaiam and Mr. Rysavy will have the power to
direct receipt of dividends from, and the proceeds from the sale of, the Shares
held by Gaiam.com. Other than the Reporting Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares held by Gaiam.com.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The first paragraph under Item 4 above is hereby incorporated by this
reference. Other than set forth above, none of the Reporting Persons has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to securities of the Company, including, but not limited
to, transfer or voting of any such securities, finder's fees, joint ventures,
loans or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Contribution Agreement dated June 19, 2000 by and among Gaiam, Inc.,
Gaiam.com, Inc., WholePeople.com, Inc., WPcom Colorado, Inc., WP Internet
Company and GnewCo, Inc. incorporated by reference to Exhibit 10.1 to
Gaiam, Inc.'s Current Report on Form 8-K dated June 30, 2000.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 10, 2000
By: /s/ Jirka Rysavy
Jirka Rysavy, as Chairman and
Chief Executive Officer of
Gaiam.com, Inc. and Gaiam.com, Inc.
and individually
