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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): November 21, 2002
LIFEWAY FOODS, INC.
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(Exact name of registrant as specified in its charter)
ILLINOIS 0-17363 36-3442829
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6431 West Oakton St.
Morton Grove, IL 60053
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(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)
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LIFEWAY FOODS, INC.
INDEX
ITEM 5. OTHER INFORMATION ............................................ 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ............................ 3
ITEM 9. REGULATION FD DISCLOSURE ..................................... 3
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LIFEWAY FOODS, INC.
ITEM 5. OTHER INFORMATION
On November 21, 2002, pursuant to a resolution of its board of
directors and Section 12.1 of its By-laws, Lifeway Foods, Inc. ("Lifeway")
amended and restated its By-laws. The amendments relate to the composition of
the board's audit committee and its functions and changing the number of
directors from a fixed number, five, to a range of three to seven. The number of
directors was enlarged to six by resolution. Ludmila Smolyansky, widow of
founder Michael Smolyansky, was elected a director and as Chairperson of the
Lifeway board.
ITEM 7. EXHIBITS
3.5 Amended and Restated By-laws of Lifeway Foods, Inc., adopted
November 21, 2002.
10.20 Stock Purchase Agreement between Lifeway Foods, Inc. and the
estate of Michael Smolyansky, dated December 10, 2002.
ITEM 9. REGULATION FD DISCLOSURE
On December 10, 2002, Lifeway executed a stock purchase agreement with
the estate of Michael Smolyansky (the "Estate") to acquire 47,000 shares at a
price of $7.20 per share for an aggregate of $338,400.00 of purchase
consideration. Lifeway will acquire the shares pursuant to its stock repurchase
program, previously announced in October 2002, which permits both open market
and negotiated private purchases. The closing of the purchase is expected to
occur on December 10, 2002. Lifeway will hold the repurchased shares as treasury
stock. Following the closing of the transaction, the Estate will own 2,091,138
shares of Lifeway, or 49.6% of its then issued and outstanding shares.
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LIFEWAY FOODS, INC.
SIGNATURES
Pursuant to the requirements of 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.
LIFEWAY FOODS, INC.
Date: December 10, 2002 /s/ Julie Smolyansky
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Julie Smolyansky
Chief Executive Officer, President,
Treasurer and Director (Principal
Financial and Accounting Officer)
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