================================================================================
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 15, 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)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================
LIFEWAY FOODS, INC.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02 RESULTS OF OPERATIONS OR FINANCIAL CONDITION.
On November 15, 2004, the Company announced its financial results
for the fiscal quarter ended September 30, 2004 and certain other information. A
copy of the Company's press release announcing these financial results and
certain other information is attached as Exhibit 99.1 hereto. The information
contained in Exhibit 99.1 hereto is being furnished, and should not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities imposed by that Section. The
information contained in Exhibit 99.1 shall not be incorporated by reference
into any registration statement or other document or filing under the Securities
Act of 1933, as amended, except as may be expressly set forth in a specific
filing. The press release filed as an exhibit to this report includes "safe
harbor" language pursuant to the Private Securities Litigation Reform Act of
1995, as amended, indicating that certain statements about the Company's
business and other matters contained in the press release are "forward-looking."
The press release also cautions investors that "forward-looking" statements may
be different from actual operating results. Finally, the press release states
that a more thorough discussion of risks and uncertainties which may affect the
Company's operating results is included in the Company's reports on file with
the Securities and Exchange Commission.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On November 15, 2004, the Company's Board of Directors appointed
Edward P. Smolyansky to serve as the Treasurer and Chief Financial and
Accounting Officer of Lifeway effective as of November 16, 2004. Edward
Smolyansky has served as the Controller of the Company since June 2002 and acted
as an executive assistant to his father, Lifeway's founder, former President and
Chief Executive Officer Michael Smolyansky since being receiving his
baccalaureate degree in finance from Loyola University of Chicago in December
2001. Edward Smolyansky is the brother of Company President and Chief Executive
Officer Julie Smolyansky and the son of Lifeway's Chairperson of the Board of
Directors, Ludmila Smolyansky. There is no employment agreement between Lifeway
and Edward Smolyansky. Effective upon the appointment of Edward Smolyansky,
Julie Smolyansky shall no longer serve as Lifeway's Treasurer and Chief
Financial and Accounting Officer.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this report:
Exhibit 99.1 Press release dated November 15, 2004 regarding earnings
for the quarter ended September 30, 2004.
SIGNATURES
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: November 19, 2004
LIFEWAY FOODS, INC.
By: /s/ Julie Smolyansky
--------------------------------------
Julie Smolyansky
Chief Executive Officer, President and
Director