-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkD3CFokgMUBbNdsJxc+BUWXnvTiFI3Rn6z9MvRyZszBWdyXt7Dnq2ITfzAknK/4 I40QU4wMYFkmQtU+W1dTtg== 0001072613-04-001884.txt : 20041018 0001072613-04-001884.hdr.sgml : 20041018 20041018171453 ACCESSION NUMBER: 0001072613-04-001884 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEWAY FOODS INC CENTRAL INDEX KEY: 0000814586 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 363442829 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17363 FILM NUMBER: 041083746 BUSINESS ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 BUSINESS PHONE: 7089671010 MAIL ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 8-K 1 form8-k_13004.txt FORM 8-K DATED OCTOBER 1, 2004 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2004 LIFEWAY FOODS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) ILLINOIS 0-17363 36-3442829 - ---------------------------- ------------------------ ---------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 6431 West Oakton St. Morton Grove, IL 60053 -------------------------------------------------- (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (847) 967-1010 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ LIFEWAY FOODS, INC. ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 1, 2004, Lifeway Foods, Inc. ("Lifeway") and Danone Foods, Inc. ("Danone") entered into an Extension of Stockholders' Agreement dated as of September 28, 2004 (the "Extension"). The Extension is an amendment to that certain Stockholders' Agreement dated as of October 1, 1999 between Lifeway, Danone, Michael Smolyansky, Ludmila Smolyansky, Julie Smolyansky and Edward Smolyansky, as amended on December 24, 1999 .previously disclosed as Exhibit No. 10.11 to the Current Report on Form 8-K filed by Lifeway on October 12, 1999 (the "Stockholders Agreement"). Under the Stockholders' Agreement, Danone has the right to nominate one Lifeway director, anti-dilutive rights relating to future offerings of securities by Lifeway, limited registration rights. The Stockholders' Agreement also provides that neither Lifeway nor Danone would compete with each other for a period of five years with respect to certain dairy products (the "Noncompetition Provision") and that Danone may not own more than 20% of the outstanding common stock of Lifeway as a result of direct or indirect acquisition of shares for a period of five years (the "Standstill Provision"). Danone's interest as of the date hereof is approximately 20.4% due to reductions in Lifeway's shares outstanding, primarily due to share repurchases. The terms of the Noncompetition and Standstill Provisions of the Stockholders' Agreement were due to expire on October 1, 2004. The Extension amends the Stockholders' Agreement to extend the terms of the Noncompetition Provision and of the Standstill Provision through October 29, 2004. During the term of the Extension, Lifeway and Danone intend to discuss the possibility of a further extension to these provisions as well as potential other amendments to the Stockholders' Agreement. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed with this report: Exhibit 10.1 Extension of Stockholders' Agreement dated as of September 28, 2004 between Lifeway Foods, Inc. and Danone Foods, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 18, 2004 LIFEWAY FOODS, INC. By: /s/ Julie Smolyansky ----------------------------------- Julie Smolyansky Chief Executive Officer, Chief Financial and Accounting Officer, President, Treasurer and Director EX-10.1 2 exhibit10_13004.txt EXTENSION OF STOCKHOLDERS' AGREEMENT EXHIBIT 10.1 ------------ EXTENSION OF STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 28, 2004 BETWEEN LIFEWAY FOODS, INC. AND DANONE FOODS, INC. EXTENSION TO STOCKHOLDERS' AGREEMENT This EXTENSION TO STOCKHOLDERS' AGREEMENT (the "Extension") is hereby entered into as of the 28th day of September, 2004 by and among Lifeway Foods, Inc., an Illinois corporation (the "Company"), Danone Foods, Inc., a Delaware corporation (the "Stockholder"), and the other persons who are parties (the "Holders") to that certain Stockholders' Agreement by and among the Company, the Stockholder, and the Holders dated as of October 1, 1999, as amended on December 24, 1999 (collectively, the "Agreement"). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to those terms in the Agreement. WHEREAS, the Standstill Period and the operative period of Section 6.02 of the Agreement shall expire on October 1, 2004; WHEREAS, each of the parties to the Agreement desires to amend the Agreement to extend the Standstill Period and the operative period of Section 6.02 of the Agreement as more fully provided in this Extension; and WHEREAS, pursuant to Section 7.01 of the Agreement, the time for the performance of any obligations under the Agreement may be extended by an instrument in writing signed by the parties to be bound thereby. NOW, THEREFORE, in consideration of the entry of the parties into this Extension and for other good and valuable consideration, the receipt of which is acknowledged herein, the parties hereto agree as follows: 1. Extension of Standstill Period. The Standstill Period shall be extended to include any time during the period beginning on October 1, 1999 and ending at the close of business on October 29, 2004 and during which the Stockholder Beneficially Owns 10% or more of the outstanding shares of Common Stock on a Fully Diluted Basis. 2. Extension of Non-competition Period. The period referenced in Section 6.02(a) of the Agreement shall be extended to include the period beginning on October 1, 1999 and ending at the close of business on October 29, 2004. 3. Governing Law. This Extension shall be governed by and construed in accordance with the laws of the State of Illinois. 4. No Waiver of Other Rights. The execution, delivery and effectiveness of this Extension shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any of the parties to the Agreement. [Signature Page Follows] IN WITNESS WHEREOF, this Waiver is hereby executed as of the date first above written. LIFEWAY FOODS, INC., DANONE FOODS, INC., an Illinois corporation a Delaware corporation By: /s/ Julie Smolyansky By: /s/ Donna R. Besteiro Name: Julie Smolyansky Name: Donna R. Besteiro Its: President Its: Assistant Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----