SYNERGY BRANDS INC.
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Unanimous Consent of Directors
In Lieu of Meeting
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, 2001
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The undersigned, being all of the directors of Synergy Brands Inc., hereby
consent to, authorize, approve, ratify and adopt the following resolutions as
though done at a formal meeting:
1. Approval for Reverse Split
Resolved, that this corporation effectuate a one (1) for reverse stock
split of this corporation's common stock to the holders of this corporation's
common stock of record as of January , 2001 as more particularly set forth in
the Information Statement, a copy of which is attached to and made a part
hereof, and in accord with the terms as set forth in the form of Amendment to
this corporation's Certificate of Incorporation which documents have been
reviewed by and are hereby approved by all of the undersigned. The designed
business purpose of such reverse stock split is to decrease the number of
outstanding shares in order to improve the marketability of the shares and
attempt to assure that the Company maintains its NASDAQ listing. In connection
with said reverse stock split no changes shall be necessary to be made to the
capital or surplus accounts of the corporation or in the par value of its common
stock. Such split shall be effectuated by requesting stockholders subject to the
decrease in outstanding securities to surrender their current stock certificates
to be replaced by new certificates exhibiting and evidencing the decreased share
ownership and payment for resulting fractional shares (until so exchanged the
current stock certificates shall be recorded with this corporation's Transfer
Agent and otherwise of record officially represent the outstanding stock of this
corporation as reduced in the authorized reverse stock split). The declaration
of the referenced reverse stock split has been submitted for review and accepted
by shareholders holding a majority of this corporation's common stock of record
as of January , 2001 which approval has been achieved by written consent of such
shareholders, and notice of such action and approval shall be forwarded to all
other shareholders, thereby negating the need to solicit proxies, and this
Corporation does not expect to solicit proxies. The said Reverse Split shall be
implemented by the filing of an Amendment to this corporation's Certificate of
Incorporation in the form as attached to and made an exhibit hereto, a copy of
which has been reviewed and approved by all of the undersigned.
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2. Authorization of Transfer Agent
Resolved, that this corporation by this consent and upon and after the
filing of the referenced Amendment to this corporation's Certificate of
Incorporation, shall and does hereby authorize this corporation's transfer agent
to effectuate the referenced and resolved reverse stock split by issuing
replacement certificates, as current certificates are surrendered, exhibiting
share amounts proportionate to the decrease in shares outstanding on the record
date at the rate of one (1) share for each current shares owned of record on the
record date, and said transfer agent is hereby authorized to reflect resultant
decrease in individual shareholdings on the official stock records of this
corporation, and this corporation is hereby authorized to seek a revised CUSIP
number for this Corporation's common stock as a necessary result of the reverse
stock split and to take such other actions as necessary and appropriate to
implement such reverse stock split.
3. Notice to Shareholders
Resolved, that the appropriate officers of this corporation are
authorized to send notice to all shareholders of this corporation notifying them
of the Shareholder approval and Board of Directors authorized reverse split, and
the resulting change in their securities ownership and directing them to
surrender their stock certificates for replacement with certificates exhibiting
ownership of the decreased shares, in the format of an Information Statement as
attached hereto and made a part hereof, such form of notice having been reviewed
and approved by each of the undersigned.
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4. Information Statement
Resolved, that the Information Statement, in substantially the format
as attached to and made a part hereof, having been reviewed by all of the
undersigned, shall be mailed and made available to all Shareholders of this
Corporation in connection with the aforementioned reverse stock split and shall
be filed with the SEC and NASDAQ, in time and fashion as provided by their
applicable rules.
5. Effective Date of Reverse Stock Split
Resolved, that the Effective Date of the Reverse Split shall be on the
earlier of the (i) twenty first day after the date of filing the aforementioned
Information Statement in its definitive form with the US Securities and Exchange
Commission or (ii) such earlier date as the SEC may allow for the length of time
the definitive Information Statement must be on file with them before such
reverse stock split may be effectuated, provided in all instances that the
Effective Date may be no earlier than the date the aforementioned Amendment to
this corporation's Certificate of Incorporation is filed with the Delaware
Secretary of State's office as required by applicable Delaware State law.
Further the Board of Directors of this corporation shall have authority by
majority vote to terminate the subject reverse stock split at any time prior to
its Effective Date.
6. Implementation
Resolved, that the proper officers of this corporation be and they are
hereby authorized and directed to do or cause to be done any and all such acts
and things and to execute and deliver any and all such further documents and
papers as they may deem necessary or appropriate to carry into effect the full
intent and purpose of the foregoing resolutions.
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Henry J. Platek, Jr.
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Mair Faibish
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Mitchell Gerstein
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Dominic Marsicovetere
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Michael Ferrone
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