<PAGE> 1
EXHIBIT 3.5
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is LIFEWAY FOODS, INC.
ARTICLE TWO The following amendment of the Articles of
Incorporation was adopted on June 17, 2000 in the manner indicated below.
By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment;
By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment;
X By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment;
By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to
the shareholders. A consent in writing has been
signed by shareholders having not less than the
minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have
not consented in writing have been given notice in
accordance with Section 7.10;
By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment.
<PAGE> 2
Page 2
RESOLUTION
RESOLVED, that the Articles of Incorporation dated May 13, 1986 be
amended to add the following sentence immediately following the existing
provision relating to preemptive rights:
"Notwithstanding anything contained herein to the contrary, the
Corporation shall have the power to grant preemptive rights to
any of its shareholders by contract."
and further;
RESOLVED, that the text of the entire provision, as amended, will read as
follows:
"Additionally resolved that a shareholder of the Corporation
shall not be entitled to a preemptive right to purchase,
subscribe for, or otherwise acquire any unissued shares of stock
of the Corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued shares or
any shares, bonds, notes, debentures, or other securities
convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any such unissued shares.
Notwithstanding anything contained herein to the contrary, the
Corporation shall have the power to grant preemptive rights to
any of its shareholders by contract."
<PAGE> 3
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the
number of issued shares of that class, provided for
or effected by this amendment, is as follows: (If not
applicable, insert "No change")
NO CHANGE
ARTICLE FOUR (a) The manner in which said amendment effects a
change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid in
Surplus and is equal to the total of these accounts)
is as follows: (If not applicable, insert "No
change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid in Surplus
and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not
applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
---------------- ---------------
(1) The undersigned corporation has caused these articles to be signed by
its duly authorized officers, each of whom affirm, under penalties of
perjury, that the facts stated herein are true.
Dated June 17, 2000
LIFEWAY FOODS, INC.
By /s/ Michael Smolyansky
-------------------------------
Michael Smolyansky, President
Attested By /s/ Valeriy Nikolenko
--------------------------
Valeriy Nikolenko, Secretary
<PAGE> 4
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is LIFEWAY FOODS, INC
-----------------------
ARTICLE TWO The following amendment of the Articles of
Incorporation was adopted on May 8 , 1987 in the
manner indicated below.
By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment;
By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment;
X By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment;
By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to
the shareholders. A consent in writing has been
signed by shareholders having not less than the
minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have
not consented in writing have been given notice in
accordance with Section 7.10;
By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment.
<PAGE> 5
Page 2
Resolution
RESOLVED, that the Articles of Incorporation be amended to read as
follows:
ARTICLE FOUR Paragraph 1: The authorization shares shall be:
<TABLE>
<CAPTION>
CLASS PAR VALUE NUMBER OF SHARES AUTHORIZED
----- --------- ---------------------------
<S> <C> <C>
COMMON NPV 10,000,000
PREFERRED NPV 2,500,000
</TABLE>
<PAGE> 6
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the
number of issued shares of that class, provided for
or effected by this amendment, is as follows: (If not
applicable, insert "No change")
NO CHANGE
ARTICLE FOUR (a) The manner in which said amendment effects a
change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid in
Surplus and is equal to the total of these accounts)
is as follows: (If not applicable, insert "No
change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid in Surplus
and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not
applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital ________________ _______________
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated June 26, 1989 LIFEWAY FOODS, INC.
-------------- -------------------
Attested by /s/ George Allen by /s/ Michael Smolyansky
------------------------- --------------------------------
George Allen, Secretary Michael Smolyansky, President
------------------------- --------------------------------
<PAGE> 7
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is LIFEWAY FOODS, INC
-----------------------
ARTICLE TWO The following amendment of the Articles of
Incorporation was adopted on May 8, 1987 in the
manner indicated below.
By a majority of the incorporators, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment;
By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action not being required for
the adoption of the amendment;
By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment;
X By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to
the shareholders. A consent in writing has been
signed by shareholders having not less than the
minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have
not consented in writing have been given notice in
accordance with Section 7.10;
By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment.
<PAGE> 8
Page 2
Resolution
RESOLVED: THAT BY RESOLUTION OF THE BOARD OF DIRECTORS, AFFIRMED BY A UNANIMOUS
VOTE BY THE SHAREHOLDERES OF THE CORPORATION, THE CORPORATE OFFICERS, DIRECTORS,
AND SHAREHOLDERS HEREBY AGREE THAT THE NUMBER OF SHARES OF CORPORATE STOCK,
AUTHORIZED TO BE ISSUED, SHALL BE INCREASED TO 10,000,000 SHARES.
ADDITIONALLY, IT IS RESOLVED THAT THE COMPANY'S AUTHORIZED CAPITAL IS TO INCLUDE
2,500,000 SHARES OF PREFERRED STOCK, WITH NO PAR VALUE. THE BOARD OF DIRECTORS
IS GRANTED DISCRETION UNDER THE ARTICLES OF INCORPORATION OF THE COMPANY TO
ASSIGN RIGHTS AND PRIVILEDGES TO THE SHARES OF PREFERRED STOCK.
ADDITIONALLY, IT IS RESOLVED THAT THE CORPORATION MAY DIVIDE AND ISSUE THE
PREFERRED SHARES IN SERIES. PREFERRED SHARES OF EACH SERIES WHEN ISSUED SHALL BE
DESIGNATED TO DISTINGUISH THEM FROM THE SHARES OF ALL OTHER SERIES. THE BOARD OF
DIRECTORS IS HEREBY EXPRESSLY VESTED WITH AUTHORITY TO DIVIDE THE CLASS OF
PREFERRED SHARES INTO SERIES AND TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF THE SHARES OF ANY SUCH SERIES SO ESTABLISHED TO THE FULL EXTENT
PERMITTED BY THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS MADE THERETO, AND
THE LAWS OF THE STATE OF ILLINOIS IN RESPECT OF THE FOLLOWING: THE NUMBER OF
SHARES TO CONSTITUTE SUCH SERIES, AND THE DISTINCTIVE DESIGNATIONS THEREOF; THE
RATE AND PREFERENCE OF DIVIDENDS, IF ANY, THE TIME OF PAYMENT OF DIVIDENDS ARE
CUMLATIVE AND THE DATE FROM WHICH ANY DIVIDEND SHALL ACCRUE;WHETHER SHARES MAY
BE REDEEMED AND, IF REDEEMED TO BE RETIRED AS CANCELLED SHARES OF THE
CORPORATION OR SUCH SHARES MAY CONSTITUTE AUTHORIZED BUT UNISSUED SHARES; THE
AMOUNT PAYABLE UPON SHARES IN EVENT OF INVOLUNTARY LIQUIDATION; THE AMOUNT
PAYABLE UPON SHARES IN EVENT OF VOLUNTARY LIQUIDATION; SINKING FUND OR OTHER
PROVISIONS, IF ANY FOR THE REDEMPTION OR PURCHASE OF SHARES;
(A) THE TERMS AND CONDITIONS ON WHICH SHARES MAY BE CONVERTED, IF
THE SHARES OF ANY SERIES ARE ISSUED WITH THE PRIVILEGE OF
CONVERSION;
(B) VOTING POWERS, IF ANY; AND,
(C) ANY OTHER RELATIVE RIGHTS AND PREFERENCES OF SHARES OF SUCH
SERIES INCLUDING, WITHOUT LIMITATION, ANY RESTRICTION ON AN
INCREASE IN THE NUMBER OF SHARES OF ANY SERIES THERETOFORE
AUTHORIZED AND ANY LIMITATION OR RESTRICTION OF RIGHTS OR POWERS
TO WHICH SHARES OF ANY FUTURE SERIES SHALL BE SUBJECT.
ADDITIONALLY RESOLVED THAT CUMLATIVE VOTING IN THE ELECTION OF DIRECTORS SHALL
NOT BE PERMITTED BY THE CORPORATION.
ADDITIONALLY RESOLVED THAT A SHAREHOLDER OF THE CORPORATION SHALL NOT BE
ENTITLED TO A PREEMPTIVE RIGHT TO PURCHASE, SUBSCRIBE FOR, OR OTHERWISE ACQUIRE
ANY UNISSUED SHARES OF STOCK OF THE CORPORATION, OR ANY OPTIONS OR WARRANTS TO
PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SUCH UNISSUED SHARES OR ANY
SHARES, BONDS, NOTES, DEBENTURES, OR OTHER SECURITIES CONVERTIBLE INTO OR
CARRYING OPTIONS OR WARRANTS TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SUCH UNISSUED SHARES.
THE AFOREMENTIONED RESOLUTIONS HAVE BEEN ADOPTED BY THE DIRECTORS OF THE
CORPORATION, BY UNANIMOUS VOTE HELD THE 8TH DAY OF MAY, 1987.
Page 3
<PAGE> 9
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the
number of issued shares of that class, provided for
or effected by this amendment, is as follows: (If not
applicable, insert "No change")
NO CHANGE
ARTICLE FOUR (a) The manner in which said amendment effects a
change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid in
Surplus and is equal to the total of these accounts)
is as follows: (If not applicable, insert "No
change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid in Surplus
and is equal to the total of these accounts) as
changed by this amendment is as follows: (If not
applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital $1,000.00 $1,000.00
--------- ---------
(2) The undersigned corporation has caused these articles to be signed by
its duly authorized officers, each of whom affirm, under penalties of
perjury, that the facts stated herein are true.
Dated May 8, 1987 LIFEWAY FOODS, INC.
------------ -------------------
Attested by /s/ Ed Pucossi by /s/ Michael Smolyansky
--------------------- -------------------------------
Ed Pucossi, Secretary Michael Smolyansky, President
--------------------- -------------------------------
<PAGE> 10
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
<TABLE>
<S> <C>
ARTICLE ONE The name of the corporation is LIFEWAY FOODS, INC
-----------------------------------------
ARTICLE TWO The name and address of the initial registered agent and its registered
office are:
Registered Agent: LAWRENCE H. BINDEROW
-----------------------------------------------------
Registered Office: 105 WEST MADISON STREET, SUITE 1204
-----------------------------------------------------
CHICAGO, IL 60602 COOK COUNTY
-----------------------------------------------------
</TABLE>
ARTICLE THREE The purpose or purposes for which the corporation is
organized are:
THE TRANSACTION OF ANY AND ALL LAWFUL BUSINESSES FOR WHICH
CORPORATIONS MAY BE INCORPORATED UNDER THE ILLINOIS BUSINESS
CORPORATION ACT.
<TABLE>
<S> <C>
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
CLASS PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED
----------------------------------------------------------------------------------------------
Common NPV 5,000,000
Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are:
NONE
ARTICLE FIVE The number of shares to be issued initially, and the consideration to be received by the
corporation therefor, are:
PAR VALUE NUMBER OF SHARES CONSIDERATION
TO BE
CLASS PER SHARE PROPOSED TO BE ISSUED RECEIVED THEREFOR
----------------------------------------------------------------------------------------------
Common NPV 1,000 $1,000.00
----------------------------------------------------------------------------------------------
TOTAL $1,000.00
</TABLE>
<PAGE> 11
ARTICLE SIX OPTIONAL
The number of directors constituting the initial
board of directors of the corporation is TWO and the
names and addresses of the persons who are to serve
as directors until the first annual meeting of
shareholders or until their successors be elected and
qualify are:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS
--------------------------------------------------------------------------------
<S> <C>
Michael Smolyansky 5246 Foster Avenue, Skokie, IL 60077
--------------------------------------------------------------------------------
Edward Pucossi 1607 West Thome, Chicago, IL 60645
--------------------------------------------------------------------------------
ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be
owned by the corporation for the following year
wherever located will be: $_________
(b) It is estimated that the value of the property to be
located within the State of Illinois during the following
year will be: $_________
(c) It is estimated that the gross amount of business
which will be transacted by the corporation during the
following year will be: $_________
(d) It is estimated that the gross amount of business which
will be transacted from places of business in the State
of Illinois during the following year will be: $_________
</TABLE>
ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other
provision to be included in the Articles of
Incorporation, e.g., authorizing pre-emptive rights;
denying cumulative voting; regulating internal
affairs; voting majority requirements; fixing a
duration other than perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
<TABLE>
<S> <C>
DATED May 13, 19 86 .
--------------------- ----
SIGNATURES AND NAMES POST OFFICE ADDRESS
1. /s/ Michael Smolyansky 1. 5246 FOSTER AVENUE
----------------------------------------------- ----------------------------------------------
Signature Street
MICHAEL SMOLYANSKY SKOKIE, ILLINOIS 60077
----------------------------------------------- ----------------------------------------------
Name City/Town Date Zip
2. /s/ Ed Pucossi 2. 1607 WEST THOME
----------------------------------------------- ----------------------------------------------
Signature Street
EDWARD PUCOSSI CHICAGO, ILLINOIS 60645
----------------------------------------------- ----------------------------------------------
Name City/Town Date Zip
</TABLE>
