SYNERGY BRANDS INC.
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Unanimous Consent of Directors
In Lieu of Meeting
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December 9, 2002
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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 four (4) reverse
stock split of this corporation's common stock to the holders of this
corporation's common stock of record as of December 1, 2002 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 to 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 votes represented by this
corporation's stock of record entitled to vote as of December 1, 2002 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 four (4) 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. Authorization for Private Placement
Resolved, that this corporation is authorized to make 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
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.
4. 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 and notifying them also of shareholder and director
approval for the aforementioned anticipated Private Placement equity offering by
this corporation, such notice to be , 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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5. 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 equity
Private Placement and shall be filed with the SEC and NASDAQ, in time and
fashion as provided by their applicable rules.
6. 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.
7. 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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Dail Miller
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Randall J. Perry
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