January 20, 2006
Via U.S. Mail
John S. Fiore
President and Chief Executive Officer
Synergy Financial Group, Inc.
310 North Avenue East
P.O. Box 130
Cranford, NJ 07016-0130
RE: Synergy Financial Group, Inc.
Preliminary Proxy Statement
Filed January 13, 2006
File No. 000-50467
Dear Mr. Fiore:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 14A
1. Based upon the Schedule 13D/A filed on December 28, 2005, it
would
appear that PL Capital and its affiliates have informed you of
their
intention to nominate at least two directors at the upcoming
annual
meeting. Please tell us whether you have received timely notice
of
this or any other matter for consideration by shareholders under
the
company`s governing instruments or the applicable state law.
Describe in detail any contacts or negotiations you are having or
had
with these shareholders.
Letter to Stockholders
2. You indicate that representatives of PL Capital Group "first
sought an expansion of the Board by two, and appointment without
prior stockholder approval, and later stated that they will
attempt
to oust two of our three directors who are up for reelection at
this
year`s Annual Meeting of Stockholders." Revise to clarify that
the
"appointment without stockholder approval" is consistent with the
provisions of your by-laws; otherwise readers are left with the
impression that stockholder approval is required in those
instances
when it would appear that it is not. Also, your indication that
the
representatives of PF Capital Group will attempt to "oust" two of
your three directors is unclear; please revise to state that they
intend to solicit proxies for the election of their two nominees
or
clarify what you mean when you refer to "oust."
3. See the last paragraph of your letter where you indicate that
admission to the meeting "will be on a first-come, first-served
basis." Does this mean that stockholders could be precluded from
attending your meeting in person? Please revise to clarify what
you
mean by this.
General, page 2
4. In the second paragraph and under "Other Matters," you refer to
matters of which you are not now aware that may come before the
meeting and state that you will use discretionary authority to
vote
upon such matters. Please note that you may not use discretionary
authority conferred with these proxies to vote upon matters not
known
to you at the time of this solicitation but which come to your
attention a reasonable time before the meeting. See Rule 14a-
4(c).
Please confirm your understanding.
Voting Securities and Principal Holders Thereof, page 2
5. On page 3, you indicate that, in the event "there are not
sufficient votes for a quorum or to ratify any proposals at the
time
of the Meeting, the Meeting may be adjourned in order to permit
the
further solicitation of proxies." Please revise to clarify
whether
or not your by-laws or Certificate of Incorporation limit the
Board`s
ability to adjourn, postpone, continue or reschedule the meeting.
In
this regard, please also clarify that the Board will properly
exercise discretionary authority and will not, for example,
postpone
the meeting to solicit additional votes without separately
soliciting
a proxy from shareholders for their ability to do so. The
postponement or adjournment of a meeting to solicit additional
proxies is a substantive proposal for which proxies must be
independently solicited and for which discretionary authority is
unavailable. The proxy card should have an additional voting box
so
that shareholders may decide whether or not to vote in favor of
adjournment for the solicitation of additional proxies, if this is
an
action that is contemplated.
Security Ownership of Certain Beneficial Owners, page 3
6. Please include the total number of shares outstanding as of the
most recent practicable date so that it is clear how you arrived
at
the percentages reflected in the table.
7. We note your inclusion of the shares held by the ESOP and your
indication that "[s]hares which have not yet been allocated, and
allocated shares for which no voting direction has been received
from
ESOP participants in a timely manner, are voted by the ESOP
Trustee
Committee as directed by the ESOP Plan Committee." In an
appropriate
place in this proxy statement, please revise to indicate how the
Trustee Committee will vote shares under the plan, whether
allocated
or not. For example, will ESOP participants be receiving a proxy
card as part of this solicitation? If they do not provide you
with
voting directions, how will the Trustee Committee vote their
shares?
How will the Trustee Committee vote unallocated shares?
8. Please note that the footnotes to the beneficial ownership
table
should identify the natural person who controls, i.e. voting or
investment power, the stock owned by entities listed in the table,
such as Financial Edge Fund, L.P. See Exchange Act Rule 13d-3.
Please revise to disclose the natural person who controls the
common
stock owned by Financial Edge Fund, L.P.
Proposal I - Election of Directors, page 4
Director Nomination Process, page 9
9. Notwithstanding your indication that the Board believes it is
appropriate for stockholders interested in submitting names to the
Committee for consideration to do so within the parameters of the
charter, please revise to summarize these provisions.
Specifically,
please revise to describe the procedures to be followed by
security
holders in submitting its recommendations, pursuant to Item
7(d)(2)(ii)(G) of Schedule 14A and describe the governance and
nominating committee`s process of identifying and evaluating
nominees
for director. See Item 7(d)(2)(ii)(I) of Schedule 14A.
Proposal II - Ratification of Appointment of Auditors, page 15
10. We note that you have not indicated whom the Company has
appointed as the Company`s independent auditor for the present
fiscal
year. Please ensure that you provide information regarding the
principal accountant for the fiscal year most recently completed,
if
different from the accountant for the present fiscal year. See
Item
9(b) of Schedule 14A.
Miscellaneous, page 16
11. We note that proxies may be solicited "personally or by
telephone." Please be advised that all written soliciting
materials, including any scripts to be used in soliciting proxies
by
personal interview or telephone must be filed under the cover of
Schedule 14A. Please confirm your understanding in this regard.
12. Please also ensure that you have provided all of the
information
required pursuant to Item 4(b) of Schedule 14A. Specifically,
please
describe the total amount estimated to be spent and the total
expenditures to date for, in furtherance of, or in connection with
the solicitation of security holders, pursuant to Item 4(b)(4) of
Schedule 14A.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement acknowledging that:
* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3264. You
may
also reach me via facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and Acquisitions
cc via facsimile at (202) 434-4661:
Tiffany A. Hasselman, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue NW
Suite 340 West
Washington D.C. 20005
Synergy Financial Group, Inc.
January 20, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE