SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use Of The Commission Only
(as permitted by Rule 14c-5(d)(2))
[ X ] Definitive Information Statement
SYNERGY BRANDS INC.
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
SYNERGY BRANDS INC.
40 UNDERHILL BLVD.
SYOSSET, NY 11791
(516) 682-1980
Information Statement Relating To Action By
Written Consent Of Majority Stockholders
------------------------
Dear Stockholder:
On or about March 12, 2001, stockholders holding of record a majority of
the outstanding stock of Synergy Brands Inc., (the "Company") consented to a
reverse split of the Company's common stock, authorizing the Company's Board of
Directors in their discretion to implement the reverse split in one of four
categories to wit two for one, three for one, four for one or five for one share
splits, such discretion to be employed by the Company's Board of Directors
choosing to file and effectuate one of four possible Amendments to the Company's
Certificate of Incorporation by filing such instrument with the Office of
Secretary of State in the Company's domicile State of Delaware, copies of which
alternative Amendments are included herewith as Exhibits. Your consent is not
required and is not being solicited in connection with these actions. Pursuant
to Section 228 of the Delaware General Corporation Law, you are hereby being
provided with notice of the approval by less than the unanimous written consent
of the eligible voting stockholders of the Company. Pursuant to the Securities
Exchange Act of 1934, you are hereby being furnished with an Information
Statement relating to the Company's actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION
PURPOSES ONLY.
Sincerely,
/S/Mair Faibish
---------------
Mair Faibish
Chief Executive Officer
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SYNERGY BRANDS INC.
40 UNDERHILL BLVD.
SYOSSET, NY 11791
(516) 682-1980
------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR
INFORMATION PURPOSES ONLY.
The Approximate Date of Mailing of this Information Statement is March 27,
2001.
This Information Statement is being furnished by Synergy Brands Inc. (the
"Company") in connection with actions taken by consent of a majority of the
stockholders (the "Written Consent"), a copy of which is annexed hereto as
Exhibit "1". By March 12, 2001, the Company's stockholders holding a majority of
the Company's outstanding stock had returned consents approving the transactions
generally described below:
1. Authorizing a reverse stock split of the Company's outstanding Common
Stock, to decrease the outstanding common stock designed to increase
the per share market value, of the Company's stock and to maintain the
Company's NASDAQ listing.
2. Approve Amendment to the Certificate of Incorporation of the Company to
effectuate and implement the referenced reverse stock split.
3. Approving such other actions as the directors of the Company deem
necessary and appropriate to carry out the intent and purposes of the
foregoing resolutions.
The actions taken by the Written Consent are expected to be effective
twenty-one (21) days (approximately April 16, 2001) after this Notice and
attached Information Statement are mailed to all stockholders of the Company.
All necessary corporate Shareholder approvals in connection with the
matters referred to herein have been obtained, and the implementation of the
approved reverse split is subject only to adoption by the Company's Board of
Directors and, when so adopted the filing of the appropriate chosen Amendment to
the Company's Certificate of Incorporation in one of the formats as included
herewith as an Exhibit. The accompanying Information Statement is furnished to
all stockholders of record of the Company pursuant to Section 14 (c) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder solely for the purpose of informing the stockholders of these
corporate actions before they take effect.
Pursuant to Section 228 of the Delaware General Corporation Law,
stockholders of record of the Company as of March 12, 2001, the date on or about
which the Written Consent was signed by the holders of not less than a majority
of the issued and outstanding shares of the Company's Common Stock, are entitled
to receive this Information Statement and Notice of Taking of Corporate Action
Without a Meeting by Written Consent.
The Company has asked brokers and other custodians and fiduciaries to
forward this Information Statement to the beneficial owners of the Shares held
of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such materials.
The executive offices of the Company may be contacted at 40 Underhill
Blvd., Syosset, New York 11791. All holders of record of the shares at the close
of business on January , 2001, will receive this Information Statement.
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REVERSE SPLIT
GENERAL
Stockholders owning of record a majority of the outstanding stock of the
Company have considered and voted upon and adopted a proposal providing for a
Reverse Split of the common stock (the "Common Stock") of Synergy Brands Inc.
(the "Company"). The extent in terms of how sizeable the Reverse Split shall be
was authorized by such Shareholder Consent to be left to the discretion of the
Company's Board of Directors to their decision to be made by deciding on a
choice between adoption of one of four possible Amendments to the company's
Certificate of Incorporation, copies of which alternative Amendments are
included herewith as Exhibits. The four possible variations which the Company's
Board of Directors are to choose from are Reverse Splits of either 2 for 1, 3
for 1, 4 for 1 or 5 for 1 shares. The Company's Board of Directors was also
authorized to cancel such Reverse Split at any time prior to the filing of the
Amendment with the Secretary of State's office in the Company's domicle State of
Delaware. The Company's Board of Directors was also authorized to approve,
implement and effectaute the Reverse Split by making their choice as to which
Amendment to implement only within 60 days of the date of the subject
Shareholder Approval, and if not accomplished within such time period the
Reverse Split shall then be subject to further Shareholder approval. The Reverse
Split will be effectuated by an amendment to the Company's Certificate of
Incorporation (the "Reverse Split Amendment") in one of the formats as are
contained in the Exhibits to this Information Statement, which Exhibits are
incorporated by reference herein. The Reverse Split Amendment will become
effective no earlier than twenty one days subsequent to the approximated date of
mailing this Information Statement as stated at the outset hereof and upon its
filing with the Secretary of State of Delaware (the "Effective Date").
Fractional shares of Common stock will not be issued as a result of the Reverse
Split. Stockholders entitled to receive a fractional share of Common Stock as a
consequence of the Reverse Split will, instead, receive from the Company a cash
payment in United States dollars equal to such fraction multiplied by the
average closing price of the Common Stock on the NASDAQ Small Cap Market for the
five trading days immediately preceding the Effective Date.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Reverse Split Amendment will amend Article Fourth of the Certificate of
Incorporation to add a new section to the end thereof providing for the Reverse
Split. At the Effective Date, without further action on the part of the Company
or the Company's stockholders, each share of Common Stock will be converted into
a fraction of a share of Common Stock where the numerator is one and the
denominater is equal to the number of pre-split shares to be reduced and
surrendered in exchange for one post-split share as dictated by the terms of the
Amendment chosen by the Company's Board of Directors from the choices as
provided in the forms of Amendment included herewith as Exhibits. The Reverse
Split Amendment will become effective upon its filing with the Secretary of
State of the State of Delaware.
The vote for the Reverse Split proposal included authorization of the
Company's Board of Directors not to file or to delay the filing of the Reverse
Split Amendment in the event that the Board of Directors determines that filing
the Reverse Split Amendment would not be in the best interest of the Company's
stockholders. Factors leading to such determination could include, without
limitation, any possible effect on NASDAQ listing or future securities offerings
(see "Reasons for the Reverse Split" infra).
VOTE NEEDED FOR APPROVAL
The proposed Reverse Split and the related amendment to the Company's
Certificate of Incorporation must be and were approved by the holders of at
least a majority of the outstanding shares of the Company's Common Stock. The
stockholders of the Company approved the Reverse Split pursuant to the Written
Consent annexed hereto as Exhibit 2 and incorporated herein by reference.
THE BOARD OF DIRECTORS ARE EXPECTED TO APPROVE IMPLEMENTATION OF THE
DESCRIBED REVERSE SPLIT BY ADOPTING A RESOLUTION SETTING FORTH THE PROPOSED
REVERSE SPLIT AMENDMENT IN THE FORM ATTACHED HERETO AS EXHIBIT 3 AND
INCORPORATED HEREIN BY REFERENCE, AND RECOMMENDED THAT THE STOCKHOLDERS OF THE
COMPANY VOTE FOR THE PROPOSED AMENDMENT.
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EFFECT OF THE PROPOSED REVERSE SPLIT
Upon thefiling of the Reverse Split Amendment, the Reverse Split will be
deemed effective, and each certificate representing shares of the Company's
pre-split common stock, will be deemed automatically, without any action by the
stockholders, to represent a fraction of the number of pre-split shares of
common stock the size of which will depend on which of the Amendments is adopted
by the Company's Board of Directors; provided, however, that no fractional new
shares will be issued as a result of the Reverse Split. In lieu of fractional
interests, a stockholder will receive cash equal to the average closing price of
the Company's common stock for the five (5) trading days following the Effective
Date multiplied by that fractional interest. After the Reverse Split becomes
effective, stockholders will be asked to surrender stock certificates
representing the old shares in accordance with the procedures set forth in a
letter of transmittal to be sent by the Company. Upon such surrender, a
certificate representing the new shares will be issued, along with cash
representing any fractional interest, and forwarded to stockholders. However,
each certificate representing old shares will continue to be valid, and
represent new shares equal to the lesser number of shares resulting from the
Reverse Split.
The proposed Reverse Split will be effected by means of an amendment to the
Certificate of Incorporation of the Company. Under Delaware law, no appraisal
rights are available to dissenting shareholders. Each stockholder who owns fewer
than an amount of pre-split shares which is a whole multiple of the number of
shares to be surrendered in the Reverse Split in exchange for one resulting
post-split share will have any resulting fractional share of Common Stock
converted into the right to receive cash as set forth below in "Exchange of
Stock Certificates and Payment for Fractional Shares", infra. The interest of
such stockholder in the Company to the extent of such fractional shares will
thereby be terminated, and such stockholder will have no right to share in the
assets or future growth of the Company to the extent previously applicable to
such fractional shares. Each shareholder who owns shares of Common Stock which
is a whole multiple of the number of shares to be surrendered in the Reverse
Split in exchange for one resulting post-split share will continue to own shares
of Common Stock and will share in the assets and future growth of the Company.
Such interest will be represented by the reduced number of shares resulting from
surrender in accord with the exchange amount dictated by the chosen Amendment,
except that no fractional shares will be issued.
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The following schedule of stockholders' equity sets forth as of September
30, 2000 (last filed 10Q Report for the Company), on a pro-forma basis, the
effect of the adoption of the Reverse Split proposal taking into account the
four alternative Reverse Splits described herein. Adoption of the Reverse Split
will result in either a one-for-five, one-for-four, one-for-three, or one-for
two reverse split of the Common Stock.
Pro Forma Schedule of Stockholders' Equity
Assuming Adoption of 1 for 2 Reverse Split
(Unaudited)
Historical Pro Forma
September 30, 2000 Adjusted Balance
September 30, 2000
------------------ ------------------
Stockholders' Equity:
Class A $2.20 Cumulative
Preferred Stock - $.001 par value;
100,000 shares authorized 100 100
Class B Preferred Stock $.001 par value;
10,000,000 shares authorized 10,000 10,000
Common Stock - $.001 par value;
49,900,000 Shares authorized -
21,010,387 shares outstanding (1)
pre split; 10,505,193 outstanding
post-split 21,010 10,505
Additional Paid -in Capital 28,750,885 28,761,390
Accumulated Deficit (22,219,351) (22,219,351)
Stockholders' notes receivables (405,129) (405,129)
Advertising and in kind services
receivable from stockholder (3,000,000) (3,000,000)
Less treasury stock at cost (167,500) (167,500)
Total Stockholders' Equity 2,990,015 2,990,015
(1) Assumes outstanding Common Stock as of March 12, 2001
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Pro Forma Schedule of Stockholders' Equity
Assuming Adoption of 1 for 3 Reverse Split
(Unaudited)
Historical Pro Forma
September 30, 2000 Adjusted Balance
September 30, 2000
------------------ ------------------
Stockholders' Equity:
Class A $2.20 Cumulative
Preferred Stock - $.001 par value;
100,000 shares authorized 100 100
Class B Preferred Stock $.001 par value;
10,000,000 shares authorized 10,000 10,000
Common Stock - $.001 par value;
49,900,000 Shares authorized -
21,010,387 shares outstanding (1)
pre split; 7,003,462 outstanding
post-split 21,010 7,003
Additional Paid -in Capital 28,750,885 28,764,892
Accumulated Deficit (22,219,351) (22,219,351)
Stockholders' notes receivables (405,129) (405,129)
Advertising and in kind services
receivable from stockholder (3,000,000) (3,000,000)
Less treasury stock at cost (167,500) (167,500)
Total Stockholders' Equity 2,990,015 2,990,015
(1) Assumes outstanding Common Stock as of March 12, 2001
-7-
Pro Forma Schedule of Stockholders' Equity
Assuming Adoption of 1 for 4 Reverse Split
(Unaudited)
Historical Pro Forma
September 30, 2000 Adjusted Balance
September 30, 2000
------------------ ------------------
Stockholders' Equity:
Class A $2.20 Cumulative
Preferred Stock - $.001 par value;
100,000 shares authorized 100 100
Class B Preferred Stock $.001 par value;
10,000,000 shares authorized 10,000 10,000
Common Stock - $.001 par value;
49,900,000 Shares authorized -
21,010,387 shares outstanding (1)
pre split; 5,252,596 outstanding
post-split 21,010 5,253
Additional Paid -in Capital 28,750,885 28,766,642
Accumulated Deficit (22,219,351) (22,219,351)
Stockholders' notes receivables (405,129) (405,129)
Advertising and in kind services
receivable from stockholder (3,000,000) (3,000,000)
Less treasury stock at cost (167,500) (167,500)
Total Stockholders' Equity 2,990,015 2,990,015
(1) Assumes outstanding Common Stock as of March 12, 2001
-8-
Pro Forma Schedule of Stockholders' Equity
Assuming Adoption of 1 for 5 Reverse Split
(Unaudited)
Historical Pro Forma
September 30, 2000 Adjusted Balance
September 30, 2000
------------------ ------------------
Stockholders' Equity:
Class A $2.20 Cumulative
Preferred Stock - $.001 par value;
100,000 shares authorized 100 100
Class B Preferred Stock $.001 par value;
10,000,000 shares authorized 10,000 10,000
Common Stock - $.001 par value;
49,900,000 Shares authorized -
21,010,387 shares outstanding (1)
pre split; 4,202,077 outstanding
post-split 21,010 4,202
Additional Paid -in Capital 28,750,885 28,767,693
Accumulated Deficit (22,219,351) (22,219,351)
Stockholders' notes receivables (405,129) (405,129)
Advertising and in kind services
receivable from stockholder (3,000,000) (3,000,000)
Less treasury stock at cost (167,500) (167,500)
Total Stockholders' Equity 2,990,015 2,990,015
(1) Assumes outstanding Common Stock as of March 12, 2001
Adoption of the Reverse Split proposal as of January 1, 2000 would not have
had an effect on net income for the fiscal year ended December 31, 2000.
However, net loss per share would have been proportionately increased. No
adjustment has been made for the reduction in the number of shares of Common
Stock resulting from the payment of cash for fractional shares. The Company does
not believe that adoption of the Reverse Split will adversely affect the
continued listing of the Company's Common Stock on the NASDAQ Small Cap Market,
but, contrary, the Company believes that it may be necessary to achieve the
Reverse Split to maintain its listing thereon.
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REASONS FOR THE REVERSE SPLIT
Management of the Company believes that it may be more difficult to attract
new investors to the Company because the Common Stock trades at a relatively low
price (the closing price on March 9, 2001 was $.62 per share) and desires to
increase the per share market quoted price for the Common Stock of the Company
to attract new investment which the Company believes that the Reverse Split will
accomplish. Most importantly, the Company's listing on NASDAQ is jeopardized
unless the market quoted price for the Company's common Stock increases to $1 or
more, which the Company believes will be achievable as a result of the Reverse
Split.
It is anticipated that following the consummation of the Reverse Split, the
shares of Common Stock will trade at a price per share that is significantly
higher than the current market price. However, there can be no assurance that
after the consummation of the Reverse Split, the shares of Common stock will
trade at a multiple of current market price equal to the result of multiplying
such market price by the number of pre-split shares to be surrendered for one
resulting post-split share in the alternative Amendment chosen to effectuate the
Reverse Split. There is no assurance that the market for the Company's common
stock will improve. Stockholders must note that the Board of Directors of the
Company cannot predict what actual effect the Reverse Split will have on the
market price of the Company's common stock.
EXCHANGE OF STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES
The exchange of shares of Common Stock will occur on the Effective Date
without any action on the part of stockholders of the Company and without regard
to the date certificates representing pre-split shares of Common Stock are
physically surrendered for certificates representing post-split shares of Common
Stock. The Company's Transfer Agent will exchange certificates. In the event
that the number of shares of post-split Common stock includes a fraction, the
Company will pay to the stockholder, in lieu of the issuance of fractional
shares of the Company, a cash amount in United States dollars which will be
equal to the same fraction multiplied by the average closing price of the Common
stock on the NASDAQ Small Cap Market for the five days immediately preceding the
Effective Date. A change in the closing price of the Common Stock will affect
the amount received for a fraction share by a shareholder.
As soon as practicable after the Effective Date, transmittal forms will be
mailed to each holder of record of certificates for shares of Common Stock to be
used in forwarding their certificates for surrender and exchange for
certificates representing the number of shares of post-split Common Stock such
stockholders are entitled to receive as a consequence of the Reverse Split.
After receipt of such transmittal form, each holder should surrender the
certificates representing pre-split shares of Common Stock of the Company. Each
holder who surrenders certificates will receive new certificates representing
the whole number of shares of post-split Common Stock to which he is entitled
and any cash payable in lieu of a fractional share. The transmittal forms will
be accompanied by instructions specifying other details of the exchange.
STOCKHOLDERS SHOULD NOT SEND THEIR CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL
FORM.
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After the Effective Date, each certificate representing pre-split shares of
Common Stock will, until surrendered and exchanged as described above, be
deemed, for all corporate purposes, to evidence ownership of the whole number of
post-split shares of Common Stock, and the right to receive from the Company the
amount of cash for any fractional shares, into which the shares evidenced by
such certificate have been converted, except that the holder of such unexchanged
certificates will not be entitled to receive any dividends or other
distributions payable by the Company after the Effective Date, until the
certificates representing pre-split shares of Common Stock have been
surrendered. Such dividends and distributions, if any, will be accumulated, and
at the time of the surrender of the certificates for pre-split shares of Common
Stock, all such unpaid dividends or distributions will be paid without interest.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion describes certain federal income tax consequences
of the Reverse Split. This discussion is based upon the Internal Revenue Code of
1986 (the "Code"), existing and proposed regulations thereunder, reports of
congressional committees, judicial decisions and current administrative rulings
and practices, all as amended and in effect on the date hereof. Any of these
authorities could be repealed, overruled or modified at any time. Any such
change could be retroactive and, accordingly, could cause the tax consequences
to vary substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the "IRS") with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion. All shareholders interested
in such information should consult with their own advisors.
This discussion is for general information only and does not address the
federal income tax consequences that may be relevant to particular shareholders
in light of their personal circumstances or to certain types of stockholders
(such as dealers in securities, insurance companies, foreign individuals and
entities, financial institutions and tax-exempt entities) who may be subject to
special treatment under the federal income tax laws. This discussion also does
not address any tax consequences under State, local or foreign laws.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR
TAX CONSEQUENCES TO THEM OF PARTICIPATION IN THE REVERSE SPLIT, INCLUDING THE
APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX
LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The Company should not recognize any gain or loss as a result of the
Reverse Split. No gain or loss should be recognized by a stockholder who
receives only Common Stock upon the Reverse Split. The aggregate tax basis of
post-split Common Stock received by such a stockholder in connection with the
Reverse Split will equal the stockholder's aggregate basis in the pre-split
Common Stock exchanged therefor and generally will be allocated among post-split
Common Stock received on a pro-rata basis. Stockholders who have used the
specific identification method to identify their basis in pre-split Common Stock
surrendered in the Reverse Split should consult their own tax advisors to
determine their basis in the post-split Common Stock received in exchange
therefor. A stockholder who receives cash in lieu of a fractional share of
Common Stock that otherwise would be held as a capital asset generally should
recognize capital gain or loss on the receipt of such cash in an amount equal to
the difference between the cash received and his basis in such fractional share
of Common Stock. For this purpose, a stockholder's basis in such fractional
share of Common Stock will be determined as if the stockholder actually received
such fractional share.
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DISTRIBUTION OF INFORMATION STATEMENT
The expenses relating to the distribution of this Information Statement
will be borne by the Company. The distribution will be made by mail.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You can read and copy any materials that the
Company files with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549; the SEC's regional offices located at
Seven World Trade Center, New York, New York 10048, and at 500 West Madison
Street, Chicago, Illinois 60661. You can obtain information about the operation
of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a Web site that contains information we file electronically with
the SEC, which you can access over the internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company includes and incorporates by reference herein its Annual Report
on Form 10-KSB for the 1999 fiscal year and Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2000.
The Company does and may "incorporate by reference" the information it
files with the SEC, which means that the Company can and does disclose important
information without re-printing the information in this Information Statement by
referring to prior and future filings with the SEC. The information the Company
incorporates by reference is an important part of this Information Statement,
and later information that the Company files with the SEC will automatically
update and supersede this information. The Company incorporates by reference the
following documents filed by the Company pursuant to the Securities Exchange Act
of 1934: (i) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999; (ii) the Company's Form 10-QSB for the quarter ended
September 30, 2000; and (v) any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
-12-
You may request a copy of these filings (other than an exhibit to any of
these filings unless the Company has specifically incorporated that exhibit by
reference into the filing), at a cost of $.25 per page, by writing or
telephoning the Company at the following address:
Synergy Brands Inc.
40 Underhill Blvd.
Syosset, New York 11791
(516)-682-1980
You should rely only on the information the Company has provided or
incorporated by reference in this Information Statement or any supplement. We
have not authorized any person to provide information other than that provided
here. We have not authorized anyone to provide you with different information.
You should not assume that the information in this Information Statement or any
supplement is accurate as of any date other than the date on the front of the
document.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement, including the information we incorporate by
reference, includes forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act. You can
identify our forward-looking statements by the words "expects," "projects,"
"believes," "anticipates," "intends," "plans," "budgets," "predicts,"
"estimates" and similar expressions.
The Company has based the forward-looking statements relating to our
operations on our current expectations, estimates and projections about the
Company. We caution you that these statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that we cannot
predict. In addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly,
our actual outcomes and results may differ materially form what we have
expressed or forecast in the forward-looking statements.
By Order of the Board of Directors,
/s/ Mair Faibish
- -------------------------------------
Mair Faibish
Chief Executive Officer
Dated: March 12, 2001
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Exhibits
Exhibit 1.1 - Certificate of Amendment of the Certificate of Incorporation (2
for 1 )
Exhibit 1.2 - Certificate of Amendment of the Certificate of Incorporation (3
for 1 )
Exhibit 1.3 - Certificate of Amendment of the Certificate of Incorporation (4
for 1 )
Exhibit 1.4 - Certificate of Amendment of the Certificate of Incorporation (5
for 1 )
Exhibit 2 - Consent of Majority Stockholders
Exhibit 3 - Consent of Board of Directors
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