U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported): Oct. 13, 2000
Commission File No. 0-22524
REAL GOODS TRADING CORPORATION
(Exact name of small business issuer as specified in its charter)
California 68-0227324
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3440 Airway Drive, Santa Rosa California 95403
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (707) 542-2600
Item 5. Other Events.
On October 13, 2000, the Registrant entered into a Merger
Agreement (the "Merger agreement") with Gaiam, Inc.("Gaiam")
pursuant to which Gaiam will acquire 100% of the Registrant's
issued and outstanding common stock, without par value
("Registrant's Common Stock") by means of a stock-for-stock
merger of a wholly-owned subsidiary to be formed by Gaiam (the
"Gaiam Subsidiary") with and into Registrant, with Registrant
becoming a wholly-owned subsidiary of Gaiam after the merger (the
"Merger"). As contemplated by the Merger Agreement, each share of
Registrant's Common Stock outstanding immediately prior to the
effective time of the Merger will be converted into and represent
the right to receive, and will be exchangeable for, 0.10 of a
share of common stock of Gaiam. In addition, shareholders of
Registrant's Common Stock will receive $1.00 in gift certificates
for Gaiam products for each share of Registrant's Common Stock
owned up to a maximum of $100.00 per shareholder.
The closing of the Merger is subject to certain conditions,
including regulatory approval and the approval by the
Registrant's stockholders. Closing is anticipated to occur in the
first quarter of calendar year 2001. Copies of the Merger
Agreement and the Registrant's press release, dated October 16
2000, are attached as Exhibits hereto and incorporated herein by
reference.
</PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and
Exhibits.
(c) Exhibits
Exhibit No. Description
-------------- --------------
1. Merger Agreement by and between Gaiam, Inc. and Real Goods
Trading Corporation dated as of October 13, 2000.
2 Press Release of Real Goods Trading Corporation dated October
16, 2000.
SIGNATURES
Pursuant to the requirements on 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.
REAL GOODS TRADING CORPORATION
(Registrant)
Date: October 13, 2000 By: [S]JOHN SCHAEFFER
John Schaeffer
Chief Executive Officer
