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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): July 23, 2004
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 File Number) (I.R.S. Employer
of incorporation) 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
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(Former name or former address, if changed since last report)
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LIFEWAY FOODS, INC.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On July 26, 2004, Lifeway Foods, Inc. (the "Company") issued a press release
regarding the completion on July 23, 2004 by its subsidiary, LFI Enterprises,
Inc. (LFIE), of the acquisition of certain assets and inventory of Ilya's Farms,
Inc., a twelve year old, privately-held gourmet cream cheese producer based in
the Philadelphia area. No prior relationship existed between Ilya's Farms, Inc.
or its principal, Michael Kofman, and either the Company or LFIE.
The total purchase consideration of $575,600 for the assets and inventory of
Ilya's Farms was paid by LFIE in cash from Company funds without financing. The
Company provided a guaranty of payment for the transaction. The acquisition
included approximately $64,000 of tangible assets (including certain
manufacturing equipment, a delivery truck) and inventory as well as the brand
name "Ilya's Farms" and the recipes and manufacturing processes previously used
by Ilya's Farms, Inc. The equipment by LFIE from Ilya's Farms, Inc. was
previously used to manufacture cream cheese products. The inventory which was
purchased by LFIE consists entirely of different varieties of cream cheese. The
founder of Ilya's Farms, Inc., Michael Kofman, will assist LFIE over a one-month
transition period and will be available, if needed, on a consulting basis going
forward. Additionally, LFIE has hired the 10 employees formerly employed by
Ilya's Farms, Inc.
The press release is attached to this filing as Exhibit 99.1 and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this report:
Exhibit 99.1 - Press Release dated July 26, 2004.
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 July 29, 2004
LIFEWAY FOODS, INC.
By: /s/ Julie Smolyansky
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Julie Smolyansky
Chief Executive Officer, Chief Financial
and Accounting Officer, President,
Treasurer and Director