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.
1175 WALT WHITMAN ROAD
MELVILLE, NY 11747
(631) 424-5500
Information Statement Relating To Action By
Written Consent Of Majority Stockholders
------------------------
Dear Stockholder:
On or about December 9, 2002, stockholders holding of record a majority of
the voting rights regarding 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 a
one for four reverse split of shares of the Company's outstanding common stock,
such discretion to be employed by the Company's Board of Directors choosing to
file and effectuate an Amendment to the Company's Certificate of Incorporation
to effectuate the reverse split by filing such instrument with the Office of
Secretary of State in the Company's domicile State of Delaware, a copy of which
Amendment is included herewith as an Exhibit. The said Shareholders also
approved the Company making a private placement offering of part of its
authorized but yet unissued common stock in the amount of up to 600,000 shares
at a subscription price of no less than $2.50 per share to accredited investors
whose identity is known to the Company, such placement to be made at the
discretion of and direction of this Company's Board of Directors. 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.
1175 WALT WHITMAN ROAD
MELVILLE, NY 11747
(631) 424-5500
------------------------
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 December
15, 2002.
This Information Statement is being furnished by Synergy Brands Inc. (the
"Company") in connection with actions taken by consent of holders of a majority
of the outstanding voting rights regarding outstanding stock of the Company (the
"Written Consent"), a copy of which is annexed hereto as Exhibit "1". By
December 10, 2002, the Company's stockholders holding a majority of voting
rights regarding the Company's outstanding stock had returned consents approving
the transactions generally described below:
1. Authorizing a one for four 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 common
stock and to maintain the Company's NASDAQ listing.
2. Approving Amendment to the Certificate of Incorporation of the Company
to effectuate and implement the referenced reverse stock split.
3. Approving at the discretion and direction of a majority of the members
of the Company's Board of Directors the Company offering and selling
securities pursuant to a Private Placement of the Company's autorized
but yet unissued common stock in the amount of up to 600,000 shares at
a subscription price of no less than $2.50 per share such offering to
be made to accredited investors known to the Company, to the extent and
with such further provisions as may be adviseable and consented to by a
majority of the members of the Company's Board of Directors.
4. 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
within twenty-one (21) days (approximately December 26, 2002) after this Notice
and attached Information Statement are mailed to all stockholders of the
Company.
All necessary corporate Shareholder and Director approvals in connection
with the matters referred to herein have been obtained, and the implementation
of the approved reverse split is subject only to the filing of the appropriate
Amendment to the Company's Certificate of Incorporation in the format as
included herewith as an Exhibit subject to cancellation prior thereto if chosen
by the Company's Board of Director as authorized. 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 December 1, 2002, the date on or
about which the Written Consent was signed by the holders of not less than a
majority of the votes represented by the Company's issued and outstanding Stock
and eligible to be cast regarding the reverse stock split and private placement
proposals, 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 1175 Walt Whitman
Road, Melville, NY 11747. All holders of record of the shares at the close of
business on December 1, 2002, will receive this Information Statement.
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REVERSE SPLIT
GENERAL
Stockholders owning of record a majority of the votes represented by the
outstanding stock of the Company and entitled to vote on all matters submitted
for approval by shareholders of the Company, and the Company's Board of
Directors have considered and voted upon and adopted a proposal providing for a
one for four Reverse Split of the common stock (the "Common Stock") of Synergy
Brands Inc. (the "Company") to be implemented at the discretion of the Company's
Board of Directors by the adoption and filing of an Amendment to the Company's
Certificate of Incorporation, a copy of which Amendment is included herewith as
an Exhibit. 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 domicile State of Delaware. The
Company's Board of Directors was also authorized to approve, implement and
effectaute the Reverse Split by making their decision 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
the format as is contained in the Exhibit to this Information Statement, which
Exhibit is 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 bid 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 four, which is 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 as provided in
the form of Amendment included herewith as an Exhibit. 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 votes represented by all outstanding shares of the
Company's Stock entitled to vote on the matter. 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 HAS APPROVED 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 the filing of the Reverse Split Amendment with the Secretary of State,
State of Delaware, 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 one
quarter of the number of pre-split shares of common stock; 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 bid price of the Company's common stock on NASDAQ Small Cap
Market 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 a copy of which is included herewith as Exhibit 4. 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 until exchanged 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 Amendment, except
that no fractional shares will be issued.
-5-
The following schedule of stockholders' equity sets forth as of September
30, 2002 (last filed 10Q Report for the Company), on a pro-forma basis, the
effect of the adoption of the Reverse Split proposal. Adoption of the Reverse
Split will result in a one-for four reverse split of the Common Stock.
Pro Forma Schedule of Stockholders' Equity
Assuming Adoption of 1 for 4 Reverse Split
(Unaudited)
Pro Forma
Historical Adjusted Balance
September 30, 2002 September 30, 2002
------------------ ------------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Line-of-Credit $ 952,080 $ 952,080
Accounts Payable and Accrued Expenses 2,285,700 2,285,700
------------------ ----------------
Total Current Liabilities 3,237,780 3,237,780
Notes Payable 60,000 60,000
Other Liabilities 887,939 887,939
Stockholders' Equity:
Class A Preferred stock - $.001 par value; 100,000 shares authorized and
outstanding; liquidation preference of $10.50 per share. 100 100
Class B preferred stock - $.001 par value; 10,000,000 shares authorized, and
no shares outstanding -
Common stock - $.001 par value; 49,900,000 Shares
authorized 1,330,621 shares outstanding (1) 5,322 1,330 (1)
Additional paid-in capital 35,082,482 35,086,474
Deficit (33,133,083) (33,133,083)
Accumulated other comprehensive loss (4,554) (4,554)
Stockholders' notes receivable (5,000) (5,000)
Less treasury stock at cost, 4,000 shares (5,000) (5,000)
------------------ ---------------
Total stockholders' equity 1,940,267 1,940,267
------------------ ---------------
Total Liabilities and Stockholders Equity $ 6,125,986 $6,125,986
================== ===============
(1) Assumes outstanding Common Stock as of September 30, 2002 stated as a result
of the reverse split.
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 December 13, 2002 was $.77 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 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 bid 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 bid price of the Common
Stock will affect the amount received for a fraction share by a shareholder.
Each holder of record of certificates for shares of pre-split Common Stock
are requested to exchange their stock for post-split shares and are being
supplied with a transmittal form (see Exhibit 4) 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 ARE URGED TO SEND THEIR
CERTIFICATES WITH A COMPLETED TRANSMITTAL FORM.
-7-
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 shall not be considered
and/or relied upon as tax advise, 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 should be determined as if the stockholder actually
received such fractional share.
-8-
PRIVATE PLACEMENT
1. GENERAL.
Stockholders owning of record a majority of the votes represented by the
outstanding stock of the Company and the Company's Board of Directors have
considered and voted upon and adopted a proposal to authorize the Company to
make a private placement offering (the "Private Placement") of part of its
authorized but yet unissued common stock in the amount of up to 600,000 shares
at a subscription price of no less than $2.50 per share which offering shall be
made only to potential investors, preferably who have previously invested in the
Company's securities and who are therefor familiar with the Company, who qualify
as "Accredited Investors" as such term is defined in Regulation D under the
Securities Act of 1933 as amended, to the extent and with such further
provisions as may be advisable and consented to by a majority of the members of
this corporation's Board of Directors.
VOTE NEEDED FOR APPROVAL
The Company deemed it appropriate to seek and has received shareholder
approval for the aforementioned Private Placement even though such approval may
not have been legally necessary. Shareholder approval by consent of a majority
of the votes represented by the Company's outstanding stock and entitled to vote
on the subject matter of the Private Placement was received pursuant to request
by and also as the said matter was approved by the Company's Board of Directors
by Unanimous Consent.
THE BOARD OF DIRECTORS HAS APPROVED AUTHORIZATION FOR THE DESCRIBED PRIVATE
PLACEMENT BY ADOPTING A RESOLUTION SETTING FORTH THE PROPOSED PRIVATE PLACEMENT
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
PRIVATE PLACEMENT.
REASONS FOR THE PRIVATE PLACEMENT
The Company has received notice from NASDAQ indicating that the Company
fails to comply with the minimum stockholder's equity requirement for continued
listing set forth as market place rule 4310(c) (4) and that its securities are,
therefor, subject to delisting from the NASDAQ Small Cap Market if such
deficiency is not remedied. The Company has requested a hearing before the
NASDAQ Qualificaiton Panel to review such determination and allow for an
extension of time for renewed compliance. In order to achieve such extension and
eventually to hopefully regain compliance the Company deemed it necessary to
present a plan of compliance which is capable of achievement by the filing
deadline for its annual report on Form 10-KSB for the 2002 year end. In this
regard the Company has formulated two avenues of possible action designed to
bring the Company back into compliance with the aforementioned NASDAQ
stockholders equity standard.
In order to be in compliance with Marketplace rule 4310(c)(4), and maintain
Net Tangible Assets (NTA) of $2.5 million, the Company is taking the following
steps. On the Company's filing for September 30, 3002, there are listed $837,939
of "other liabilities". The Company's Board of Directors believes that these
liabilities should be eliminated, thereby increasing the NTA to $2.8 million.
However, under accounting standard FASB 140 the Company is advised by its
auditors that in order to eliminate debt, there must be a judicial resolution if
the debtor is unresponsive to a written confirmation even if as in the Company's
case the underlying contract is legally terminated. The debtors in question are
no longer operating in their original corporate form, and have either been
dissolved or acquired. All have been unresponsive to requests by the Company,
its counsel and its auditors for confirmation of existence or, as the Company
contends the situation to be, no existence of the listed debts. In order to
comply with FASB 140, the Company has filed lawsuits, requesting summary action
by the district court of Suffolk County , New York, so that these liabilities
can be judicially eliminated. Both the Company and its auditors believe that
these liabilities are not due under New York State contract business law but the
accounting interpretation as promulgated under FASB 140 forces a judicial
resolution as the only viable means to eliminate the payables in question from
the Company's balance sheet, if not otherwise settled with the debtor.
Supplementally, the Board and a majority of the shareholders of the company have
also approved the Private Placement of at least $1.5 million in equity to
further increase the NTA of the Company to over $3.5 million, so that compliance
may be assured for the long term.
-9-
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 233
Broadway, Suite 1300, New York, New York 10279, 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 2001 fiscal year and Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2002.
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, 2001; (ii) the Company's Form 10-QSB for the quarters ended
March 31, 2002 June 30, 2002 and September 30, 2002; and (v) any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act.
-10-
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.
1175 Walt Whitman Road
Melville, NY 11747
(631)424-5500
You should rely only on the information the Company has provided or
incorporated by reference in this Information Statement or any supplement. The
Company has not authorized any person to provide information other than that
provided here. The Company has 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 incorporated 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 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. The Company cautions you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that it
cannot predict. In addition, the Company has based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
All risk factors stated in the Company's periodic reports incorporated herein by
reference should also be reviewed and considered. Accordingly, the Company's
actual outcomes and results may differ materially from what it has expressed or
forecast in the forward-looking statements.
By Order of the Board of Directors,
/s/ Mair Faibish
- -------------------------------------
Mair Faibish
Chief Executive Officer
Dated: December 10, 2002
-11-
Exhibits
Exhibit 1 - Certificate of Amendment of the Certificate of Incorporation (4
for 1 )
Exhibit 2 - Consent of Majority Stockholders
Exhibit 3 - Consent of Board of Directors
Exhibit 4 - Letter of Transmittal
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