SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: November 20, 2002
Synergy Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19409 22-2993066
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1175 Walt Whitman Road, Melville, New York 11747
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (631) 424-5500
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
The Company received a Nasdaq Staff Determination on November 20th, 2002
indicating that it fails to comply with the minimum stockholders' equity and
minimum bid price requirements for continued listing set forth in Market place
rule 4310(c)(2)(B) and 4310(c)(4), and that its securities are, therefore,
subject to delisting from the Nasdaq small-cap market. The company has requested
a hearing before the Nasdaq qualification panel to review the staff's
determination. There is no assurance that the panel will grant the Company's
request for continued listing. The hearing request will, however, stay the
delisting pending the Panel's decision.
The minimum bid requirement under Nasdaq's Small-cap market place rules is
$1. The Company's stock needs to achieve a $1 bid price by December 11th, 2002
and remain as such for 10 consecutive days in order to comply with the minimum
bid price requirements under Marketplace Rule 4310(c)(4). The minimum
Stockholders' Equity requirement is $2.5 million. The Company is attempting to
eliminate $837,939 of accounts payable related to prior contracts with certain
other entities for online advertising due to lack of performance and termination
rights, which the Company is confident they can accomplish. The planned
elimination of the $837,939 in payables would increase equity to about $2.8
million which would comply under Market Place rule 4310 (c)(2)(B).
Management believes that preserving the Company's Nasdaq listing is
extremely important to the Company's business and will use its best efforts to
comply with all Market Place rules.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Synergy Brands, Inc.
By: /s/ Mair Faibish
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Mair Faibish
Chairman of the Board
By: /s/ Mitchell Gerstein
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Mitchell Gerstein
Chief Financial Officer
Dated: November 20, 2002