Attached files
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| EX-10.1 - EIGHTH EXTENSION TO STOCKHOLDERS' AGREEMENT - Lifeway Foods, Inc. | exhibit10-1_16698.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): December 31, 2009
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))
TABLE
OF CONTENTS
TABLE OF
CONTENTS
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Item 1.01
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Entry
into a Material Definitive Agreement
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3
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Item 9.01
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Financial
Statements and Exhibits
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3
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Signature
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4
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Exhibit Index
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5
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
December 31, 2009, Lifeway Foods, Inc. (“Lifeway”) and DS Waters, L.P. (“DSW”),
an affiliate of Danone Foods, Inc., entered into an eighth extension of the
Stockholders’ Agreement, which was originally entered into on October 1,
1999 by and among Danone Foods, Inc., Lifeway and certain other parties (the
“Eighth Extension”). The Stockholders’ Agreement was previously
amended on December 24, 1999 by that certain First Extension to
Stockholders’ Agreement dated September 28, 2004 (“First Extension”) and by
that certain Second Extension to Stockholders’ Agreement dated October 29, 2004
(“Second Extension”) and by that certain Third Extension to Stockholders’
Agreement dated December 30, 2004 (the “Third Extension”) and by that
certain Fourth Extension to Stockholders’ Agreement dated April 28, 2006 (the
“Fourth Extension”) and by that certain Fifth Extension to Stockholders’
Agreement dated December 26, 2006 (the “Fifth Extension”) and by that certain
Sixth Extension to Stockholders’ Agreement dated December 31, 2007 (the “Sixth
Extension”) and by that certain Seventh Extension to Stockholders’ Agreement
dated January 15, 2009 (the “Seventh Extension”). All Lifeway shares
held by Danone Foods, Inc. which are the subject to certain provisions of the
Stockholders’ Agreement were transferred to DSW on November 10, 2005. DSW
accepted these shares subject to the covenants and restrictions contained in the
Stockholders’ Agreement.
Under the
Stockholders’ Agreement as assigned to DSW, DSW has the right to nominate one
Lifeway director, anti-dilutive rights relating to future offerings of
securities by Lifeway and limited registration rights. The Stockholders’
Agreement originally provided that neither Lifeway nor Danone Foods, Inc. would
compete with each other with respect to certain dairy products for a period of
five years from the original execution (“Non-Compete Period”) and Danone Foods,
Inc. would not own more than 20% of the issued and outstanding common stock of
Lifeway as a result of direct or indirect acquisition of shares for a period of
five years from the original execution (the “Standstill Period”). The First
Extension, Second Extension, Third Extension, Fourth Extension and Fifth
Extension extended the Non-Compete Period and Standstill Period to
December 31, 2006. Pursuant to the Fifth Extension, Lifeway and DSW also
agreed to exclude Stonyfield Farms, Inc., an affiliate of Danone Foods, Inc. and
DSW, from the Non-Compete obligations of the Stockholders’
Agreement. Under the Fifth Extension, the terms of the
Non-Compete Period and Standstill Period of the Stockholders’ Agreement expired
on December 31, 2007. Under the Sixth Extension, the terms of
the Non-Compete Period and Standstill Period of the Stockholders’ Agreement
expired on December 31, 2008. Under the Seventh Extension, the
terms of the Non-Compete Period and Standstill Period of the Stockholders’
Agreement expired on December 31, 2009. Under the Eighth
Extension, 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
December 31, 2010.
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Item
9.01
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Financial Statements and
Exhibits
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Exhibit No.
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Description of
Exhibit
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Exhibit 10.1
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Eighth
Extension to Stockholders’ Agreement by and between Lifeway Foods,
Inc.,
an Illinois
corporation and DS Waters, L.P., a Delaware limited partnership, dated
December
31,
2009.
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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:
January 26, 2010
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LIFEWAY
FOODS, INC.
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By:
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/s/
Edward Smolyansky
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Edward
Smolyansky
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Chief
Financial Officer and Accounting
Officer
and Treasurer
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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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Eighth
Extension to Stockholders’ Agreement by and between Lifeway Foods, Inc.,
an Illinois corporation and
DS Waters, L.P., a Delaware limited partnership, dated December 31,
2009.
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- 5
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