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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Gaiam, Inc.
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(Name of Company)
Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
3268Q103
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(CUSIP Number of Class of Securities)
Michael Weiss 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)
June 30, 2005
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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).
9910306.1
SCHEDULE 13D
----------------------------- ---------------------
CUSIP NO. 3268Q103 PAGE 2 OF 12 PAGES
----------------------------- ---------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prentice Capital Management, LP
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
----------- --------------------------------------------------------------------
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
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,376,814
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,376,814
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,376,814
----------- --------------------------------------------------------------------
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)
27.6%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
----------- --------------------------------------------------------------------
SCHEDULE 13D
----------------------------- ---------------------
CUSIP NO. 3268Q103 PAGE 3 OF 12 PAGES
----------------------------- ---------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Zimmerman
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
----------- --------------------------------------------------------------------
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
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
8,705
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,379,814
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
8,705
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,379,814
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,388,519
----------- --------------------------------------------------------------------
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)
27.7%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- --------------------------------------------------------------------
CUSIP No. 3268Q103 SCHEDULE 13D Page 4 of 12 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"), and relates
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.
Prentice Capital Management serves as investment manager to investment
funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP
and Prentice Capital Offshore, Ltd.) and manages investments for certain
entities in managed accounts with respect to which it has voting and dispositive
authority over Shares reported in this Schedule 13D. Mr. Zimmerman is the
Managing Member of (a) Prentice Management GP, LLC, the general partner of
Prentice Capital Management and (b) Prentice Capital GP, LLC, the general
partner of certain investment funds. As such, he may be deemed to control
Prentice Capital Management and certain of the investment funds and therefore
may be deemed to be the beneficial owner of the Shares reported in this Schedule
13D.
Prentice Capital Management disclaims beneficial ownership of all of the
Shares reported in this Schedule 13D. Mr. Zimmerman disclaims beneficial
ownership of all of the Shares reported in this Schedule 13D not personally
owned by him.
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, acquired 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) Each of Prentice Capital Management and Mr. Zimmerman is primarily
engaged in the business of investing securities. 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
and Prentice Capital Offshore, Ltd.) and manage investments for certain entities
in managed accounts. The principal business of Mr. Zimmerman is to act as the
Managing
CUSIP No. 3268Q103 SCHEDULE 13D Page 5 of 12 Pages
Member of (i) Prentice Management GP, LLC, the general partner of Prentice
Capital Management and (ii) Prentice Capital GP, LLC, the general partner of
certain investment funds.
(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).
(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.
3,376,814 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.
The aggregate purchase price for the 3,376,814 Shares was approximately
$21,743,900.30. 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 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 investment funds and managed accounts for which Prentice Capital
Management serves as investment manager entered into an amended and restated
stock purchase agreement with the Company as of June 16, 2005 (the "Purchase
Agreement"), pursuant to which the Company agreed to issue and sell to the
investment funds and managed accounts up to an aggregate of 2,821,317 Shares;
provided, however, that the Company had the option, at any time prior to 9:00
a.m. New York City time on July 1, 2005, to elect to reduce the aggregate number
of shares of Common Stock to be sold to the investment funds and managed
accounts to
CUSIP No. 3268Q103 SCHEDULE 13D Page 6 of 12 Pages
1,000,000 shares of Common Stock. The Company informed the Reporting Persons on
June 30, 2005, that it will not elect to reduce the aggregate number of shares
of Common Stock to be sold to the investment funds and managed accounts. The
Reporting Persons had previously filed their benfeficial ownership on Schedule
13G, however, because the Company will not reduce the aggregate number of shares
of Common Stock to be sold to the investment funds and managed accounts, 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.
The above description of the transaction is only a summary and is qualified
in its entirety by reference to the Purchase Agreement, which is incorporated
into this Schedule 13D by reference to Exhibit 2 of the Schedule 13G filed on
June 17, 2005.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Prentice Management may be deemed to beneficially own, in the
aggregate, 3,376,814 Shares, representing approximately 27.6% of the Company's
outstanding Class A Common Stock (based upon the 9,420,118 Shares stated to be
outstanding by the Company as of May 3, 2005, in the Company's Form 10-Q for the
period ending on March 31, 2005, filed with the Securities and Exchange
Commission on May 5, 2005 and the 2,821,317 Shares to be issued pursuant to the
Purchase Agreement). Mr. Zimmerman may be deemed to beneficially own, in the
aggregate, 3,388,519 Shares representing approximately 27.7% of the Company's
outstanding Class A Common Stock.
(b) Prentice Capital Management and Michael Zimmerman have shared voting
power with respect to 3,376,814 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. On May
2, 2005, the investment funds and certain managed accounts obtained Shares by
purchase from entities affiliated with S.A.C. Capital Management, LLC ("SAC") at
market prices and Prentice Capital Management assumed control over Shares in a
managed account for SAC. The Shares acquired on June 16, 2005, were acquired
pursuant to the Purchase Agreement.
(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.
CUSIP No. 3268Q103 SCHEDULE 13D Page 7 of 12 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
As described in Item 4 above, the investment funds and managed accounts for
which Prentice Capital Management serves as investment manager entered into an
amended and restated stock purchase agreement with the Company as of June 16,
2005, which is attached hereto as Exhibit C.
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 July 8, 2005, 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.
Exhibit B - List of transactions in Company's Class A Common Stock taking place
during the 60 day period preceding this filing.
Exhibit C - Class A Stock Purchase Agreement (see Exhibit 2 of the Schedule 13G
filed on June 17, 2005).
CUSIP No. 3268Q103 SCHEDULE 13D Page 8 of 12 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: July 8, 2005
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 9 of 12 Pages
EXHIBIT INDEX
Exhibit A -- Joint Filing Agreement dated June 29, 2005, 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.
Exhibit B - List of transactions in Company's Class A Common Stock taking place
during the 60 day period preceding this filing.
Exhibit C - Class A Stock Purchase Agreement (see Exhibit 2 of the Schedule 13G
filed on June 17, 2005)
CUSIP No. 3268Q103 SCHEDULE 13D Page 10 of 12 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 July 8, 2005
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 11 of 12 Pages
EXHIBIT B
LIST OF TRANSACTIONS
Name Date Number of Shares Price Per Share
Purchased/ (Sold)
Prentice Capital Offshore, Ltd. 05/02/05 92,521 $5.47
Prentice Capital Offshore, Ltd. 06/16/05 377,473 $6.63
Prentice Capital Partners QP, LP 05/02/05 27,564 $5.47
Prentice Capital Partners QP, LP 06/16/05 114,166 $6.63
Prentice Capital Partners, LP 05/02/05 5,641 $5.47
Prentice Capital Partners, LP 06/16/05 22,962 $6.63
Managed Accounts 05/02/05 27,023 $5.47
Managed Accounts 05/02/05 152,748 $5.47
Managed Accounts 05/02/05 250,000 $5.47
Managed Accounts 06/16/05 110,399 $6.63
Managed Accounts 06/16/05 375,000 $6.63
CUSIP No. 3268Q103 SCHEDULE 13D Page 12 of 12 Pages
EXHIBIT C
CLASS A STOCK PURCHASE AGREEMENT
See Exhibit 2 of the Schedule 13G filed on June 17, 2005.