form8k_16790.htm
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): April 5, 2010
LIFEWAY
FOODS, INC.
(Exact
name of registrant as specified in its charter)
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ILLINOIS
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0-17363
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36-3442829
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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6431
West Oakton St. Morton Grove, IL
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60053
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (847) 967-1010
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On April
5, 2010, effective as of February 2, 2010, Lifeway Foods, Inc. (“Lifeway”)
amended that certain Non-Negotiable Promissory Note issued to Ilya Mandel and
Michael Edelson dated February 6, 2009 (the “Original Note”) pursuant to that
certain Amended and Restated Non-Negotiable Promissory Note (the “Amended
Note”), and also amended that certain Security Agreement by and among Lifeway,
Ilya Mandel and Michael Edelson dated February 6, 2009 (the “Security
Agreement”) pursuant to that certain First Amendment to Security Agreement (the
“First Amendment”).
The
Original Note and Security Agreement were entered into in connection with
Lifeway’s purchase of Fresh Made, Inc., a Pennsylvania
corporation. The consideration for Fresh Made, Inc. included the
Original Note in the principal amount of $2,735,000, due on February 6, 2011,
secured by certain collateral pursuant to the Security Agreement. The
Security Agreement required Lifeway to obtain a letter of credit within 12
months following the closing, which was to replace certain other
collateral.
Pursuant
to the Amended Note, the principal amount due was revised to reflect previous
principal payments (from $2,735,000 to $1,242,164.95) and the maturity date was
changed from February 6, 2011 to August 1, 2010. In connection with
these amendments, the parties agreed to amend the Security Agreement pursuant to
the First Amendment to remove Lifeway’s obligation to obtain the letter of
credit discussed above and to make other conforming changes.
The
Amended Note and the First Amendment shall be filed in accordance with SEC rules
and regulations.
SIGNATURE
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.
Dated: April
9, 2010
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LIFEWAY
FOODS, INC.
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By:
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/s/
Julie Smolyansky
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Julie
Smolyansky
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Chief
Executive Officer and President
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