SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
SYNERGY BRANDS INC.
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(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies
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2. Aggregate number of securities to which transaction applies:
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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)
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form, Schedule or Registration Statement No.
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3. Filing Party:
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4. Date Filed:
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SYNERGY BRANDS INC.
1175 Walt Whitman Road
Melville, NY 11747
PROXY STATEMENT
and
2003 ANNUAL REPORT TO STOCKHOLDERS
PROXY STATEMENT
This statement is furnished as notice of and in connection with a
solicitation of proxies by the Board of Directors (the "Board of Directors" or
the "Board") of Synergy Brands Inc. (the "Company") to be used at the Annual
Meeting of Stockholders of the Company (the "Meeting") to be held on June 25,
2004 at 10:00 A.M. at Melville Marriott, Melville, New York, 631-423-1600.Please
refer to the Safe Harbor Statement on Page for information about factors which
could cause future results to differ materially from forward-looking,
statements, expectations and assumptions expressed and/or implied in this
publication.
VOTING PROCEDURES
Stockholders of record at the close of business on May 1, 2004 will be
entitled to vote at the Meeting. On April 29, 2004 there were outstanding
2,031,154 shares of Common Stock and a similar amount is expected to be
outstanding as of the record date set for the Meeting, par value $.001 per share
("Common Stock"), each of which being entitled to one vote at the Meeting,
100,000 shares of Class A Preferred Stock, par value $.001 per share ("Class A
Preferred") each of which being entitled to 13 votes at the Meeting (vote is
controlled by Mair Faibish, Chief Executive Officer of the Company) and 160,000
shares of Series A Class B ("Class B Preferred") without any voting power at the
Meeting ( such "Preferred Stock together with the Common Stock, collectively
hereinafter referred to as the "Company Shares"), outstanding. Holders of the
Common Stock and the Class A Preferred Stock will vote as a single class as to
all matters to come before the Meeting. A Shareholder List disclosing
shareholders of record on May 1, 2004 shall be made available for inspection by
shareholders entitled to vote at the Annual Meeting at the location of the
Meeting on the date of and in advance of the date of the Meeting.
On September 9, 2002, the Board of Directors authorized a 4-for-1 reverse
split of its common stock to shareholders of record on December 1, 2002. Par
value and per share amounts in the accompanying information and schedules have
been retroactively adjusted for the split.
The By-Laws of the Company (the "By-Laws") provide that the holders of a
minimum of one third of the votes represented by the Company Shares issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the Meeting. The By-Laws
further provide that the directors of the Company shall be elected by a
plurality vote, and that, except as otherwise provided by statute, the
Certificate of Incorporation of the Company, or the By-Laws, all other matters
coming before the meeting shall be decided by the vote of a majority of the
number of Company Shares present in person or represented by proxy at the
Meeting and entitled to vote thereat where a quorum is present.
Votes cast at the Meeting will be counted by the persons appointed by the
Company to act as inspectors of election for the Meeting. The inspectors of
election will treat Company Shares represented by a properly executed and
returned proxy as present at the Meeting for purpose of determining a quorum.
Abstention and broker non-votes with respect to particular proposals will not
affect the determination of a quorum.
Eight directors will be elected by a plurality of the votes represented by
the Company Shares present, in person or by proxy, and entitled to be cast at
the Meeting where a quorum is present. Accordingly, abstentions and broker
non-votes as to the election of directors will have no effect thereon. All other
matters to come before the Meeting require either the approval of a majority of
the votes represented by all Company Shares or those present at the meeting and
entitled to vote thereon, therefore abstentions as to particular proposals will
have the same effect as votes against such proposals. Broker and other non-votes
as to particular proposals will not, however, be deemed to be a part of the
voting power present with respect to such proposals and will not therefore count
as votes for or against such proposals and will not be included in calculating
the number of votes necessary for approval of such proposals except for
establishment of a quorum and as to those proposals requiring a majority vote of
all Company Shares.
-3-
The Board of Directors solicits proxies in the enclosed form to provide an
opportunity for every eligible stockholder to vote on all matters to come before
the Meeting, whether or not he or she attends in person. If proxies in the
enclosed form are properly executed and returned, the Company Shares represented
thereby will be voted at the Meeting in accordance with stockholder direction.
Proxies in the enclosed form upon presentation unless otherwise designated
thereon will be voted FOR the election of each director, and FOR the election of
Grant Thornton LLP as the Company's auditors for the fiscal year ending December
31, 2004, such being all of the proposals presently existing for shareholder
vote at the Meeting. Any stockholder executing a proxy may revoke that proxy or
submit a revised one at any time before it is voted. A stockholder may also
attend at the Meeting in person and vote by ballot, thereby canceling any proxy
previously given. Except for the proposals hereinabove mentioned, Company
management expects no other matters to be presented for action at the Meeting.
If, however, any other matters properly come before the Meeting, the persons
named as proxies in the enclosed form of proxy intend to vote in accordance with
their judgment on the matters presented unless otherwise specified in the Proxy.
PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, arrangements have been made for brokers and nominees to
send proxy material to their principals, and the Company will reimburse them for
their reasonable expenses in doing so. The Company's transfer agent, American
Stock Transfer and Trust Company, will assist it in the solicitation of proxies
from brokers and nominees. The fees for the services of the transfer agent are
included in the monthly fees paid by the Company, however, the Company will
reimburse the transfer agent for its reasonable out-of-pocket expenses incurred
in connection with providing solicitation services. Certain employees of the
Company, who will receive no compensation for their services other than their
regular remuneration, may also solicit by telephone, telegram, telex, telecopy,
or personal interview.
PROPOSAL 1. ELECTION OF DIRECTORS
At the Meeting, eight directors are to be elected to a one-year term and to
hold office until their successors are elected and qualified. The Board of
Directors consists of one class, which serves for a one-year term or until their
successor is elected and qualifies. The persons named in the enclosed form of
proxy intend to vote such proxy, unless otherwise directed, FOR the election of
each of the directors nominated to serve on the Board to serve until the fiscal
2004 Annual Meeting of Stockholders or other dates for proposed election of new
directors. If contrary to present expectation, any of the nominees should become
unavailable for any reason, votes may be cast pursuant to the accompanying form
of proxy for a substitute nominee designated by the Board.
The current nominees are:
Mair Faibish
Mitchell Gerstein
Dominic Marsicovetere
Michael Ferrone
Randall J. Perry
Frank A. Bellis Jr.
Lloyd Miller
Joel Sebastian
Bill Rancic
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INFORMATION CONCERNING DIRECTORS AND DIRECTOR NOMINEES.
Set forth is certain information concerning directors and director
nominees. Each of these persons are nominated to serve as a director for fiscal
year 2004 and/or until their successor is elected and qualified.
Year First
Elected A
Name of Director/Nominee Age Position Director
--------------- --- -------- --------
Mair Faibish 44 Chairman and Chief
Executive Officer
and Director 1989
Henry J. Platek, Jr. 57 President and
Director 1989
(Not re nominated)
Mitchell Gerstein 48 Chief Financial Officer,
Treasurer, Secretary
and Director 1991
Dominic Marsicovetere 54 Director 1993
Michael Ferrone 51 Director 1995
Dail Elizabeth Miller 46 Director 2001
(Not re nominated)
Randall J. Perry 49 Director 2002
Frank A. Bellis Jr. 50 Director 2003
Lloyd Miller 49 Director
nominee
Joel Sebastian 62 Director
nominee
Bill Rancic 32 Director
nominee
MAIR FAIBISH. Mr. Faibish has been CEO since January 1, 2000, prior thereto
he served as Executive Vice President, Chief Financial Officer and a Director of
the Company since May 1989. He serves on the Employee Compensation Committee and
the Executive Committee. From 2001 to the present Mr. Faibish serves (for no
compensation) as the Chairman of Columbia University's Alumni Representative
Committee for Suffolk County New York responsible for coordinating admission
interviews for prospective student candidates.
-5-
HENRY J. PLATEK, JR. has been President and a Director of the Company since
December 1989 and Chief Operating Officer since January 1, 2000. Mr. Platek
serves on the Employee Compensation Committee and the Executive Committee. Mr.
Platek has not been nominated to continue to serve as a director of the Company
by mutual decision of he and the Company for reasons personal and not Company
business oriented. Mr. Platek will continue to work for the Company's subsidiary
PHS Group Inc.
MITCHELL GERSTEIN. Mr. Gerstein has been Treasurer since March 1994, Vice
President and a Director of the Company since June 1991, Controller and
Treasurer of the Company since March 1992, Secretary of the Company from June
1991 to March 1994, a position he resumed in January 1995 and Chief Financial
Officer since January 1, 2000.
DOMINIC A. MARSICOVETERE, CPA. Mr. Marsicovetere has been a Director of the
Company since April 1993. Since 1978, Mr. Marsicovetere has been an Accounting
Professor in the school of Business Administration at Hofstra University. Since
1978, Mr. Marsicovetere had been in private practice as a certified public
accountant. Mr. Marsicovetere is the chairman of the Audit Committee and
Independent Compensation Committee.
MICHAEL FERRONE. Mr. Ferrone is an executive with Park Avenue Securities a
division of the Guardian Insurance Company where he has been employed since
1989. Mr. Ferrone serves on the Audit Committee and Independent Compensation
Committee.
DAIL ELIZABETH MILLER, has been a director since December, 2001. Since
August, 2001 Ms. Miller has been President of DailCo Inc., a Real Estate
development company located in Woodstock, Vermont. Between 1997 and 2001, Ms.
Miller worked at LIM Inc. as an Investment Researcher. Ms. Miller has not been
nominated to continue to serve as a director of the Company by mutual decision
of she and the Company for reasons personal and not Company business oriented.
RANDALL J. PERRY has acted in the past and is presently retained as
corporate and securities counsel for the Company. Mr. Perry is an attorney
licensed and practicing in New Jersey, New York and Pennsylvania. Mr. Perry has
been in active law practice since 1981. Mr. Perry is a graduate of Penn State
University (1975 BA) and Seton Hall University Law Center (JD 1980). Mr. Perry
is licensed to practice law in New Jersey, New York and Pennsylvania.
FRANK A. BELLIS JR. has been director since August 2003. Mr. Bellis was the
former President of Claridge Casino Hotel (currently owned by Park Place
Entertainment NYSE: PPS) until December 2002. Previously, Mr. Bellis was chief
legal officer, CEO and a director of Claridge from 1991 to 2002. Mr. Bellis is
currently president of Proviceline Associates LLC, a company dedicated to
providing a broad range of advice to emerging organizations in financial
transition.
Mr. Bellis' other present Directorships include:
- Advisor to the Board of the Atlantis Internet Group, February
2003-Present
- Caring, Inc., February 2003-Present
Mr. Bellis has obtained a degree, AB with honors, from Brown University
(1975) and a JD from Seton Hall University Law Center (1982) and is presently
admitted to practice law with the Bar of New Jersey, US District Court for
District of New Jersey, US Court of Appeals for the Third Circuit and the US
Supreme Court.
-6-
JOEL SEBASTIAN is a nominee for a director. Mr. Sebastian is currently Vice
President of Special Projects for Bozzuto's Inc., a Connecticut based consumer
product distributor. Mr. Sebastian currently serves on the Board of Directors of
Food Marketing Institute (FMI) acting as Chairman of such company's Vendex and
ABC Convention Committees. Mr. Sebastian has past experience as Director of
Grocery Merchandising for Pegnataro's, Director of Purchasing and varied other
management positions for Sweet Life Foods, various management authority with
Supervalu culminating in his position as Vice President of Category Management
for the New England Region previous to the transfer of such part of Supervalu to
C&S Wholesalers in Bratelboro, Vt where after Mr. Sebastian returned to
Bozzuto's in his present management position there. Mr. Sebastian is a member of
various consumer merchandising trade associations and has served in the past on
advisory boards and management committees with IGA, Ralston Purina, Connecticut
Food Association, FDI (Formerly NAWGA) and Emeritus of North East Food
Distributors Association) and currently serves as Chairman of FDI's Vendex and
ABC Convention Committees. Mr. Sebastian has also schooled with the Levinson
Institute and a vast array of consumer product distribution training seminars
and has been guest speaker at numerous related trade association seminars,
conferences and conventions including those sponsored by the American Marketing
Association, Nestle Foods and Grocery Manufacture's of America, NEWFDA, the
Frozen Food Association of New England, the Connecticut/Western Mass Knights of
the Grip, Grocery Manufacturer Representatives of New England, Food Marketing
Institute and numerous universities and colleges.
LLOYD MILLER is a nominee for a director. Mr. Miller is an independent
investor and has served on numerous corporate boards including Vulcan
International, and American Controlled Industries, among others. Mr. Miller
currently serves as a director of Aldila, Inc., American Banknote Corporation,
Celeritek Inc., and FairMarket, Inc. He is a member of the Chicago Board of
Trade and the Chicago Stock Exchange, and traded actively on the floor of the
CBOT from 1978 to 1992. He is a Registered Investment Advisor. Mr. Miller
received his B.A. from Brown University.
BILL RANCIC is the founder and current president of The Ranley Group
trading as Cigars Around the World ("CAW"), the stock ownership of which in June
2003 was purchased by Gran Reserve Corporation, itself a subsidiary of Synergy
Brands Inc. Mr. Rancic is presently under contract to continue his activities
with CAW for at least two years from the date of such acquisition. CAW was
founded in 1995. CAW is a supplier/distributor of premium cigar products with
principal offices and distribution facilities in Chicago Illinois. Mr. Rancic is
tje winner of the NBC Show The Apprentice and thereby has gained employment
associated therewith for a yet undetermined time period while also continuing to
pursue his other enterprising activities. Mr. Rancic is a 1992 Graduate of
Loyola University Chicago with a Bachelor's Degree in criminal justice.
Messrs. Marsicovetere, Ferrone, and Bellis meet, to the best knowledge of
the Company the independence standards set by the Securities and Exchange
Commission and NASDAQ and Mr. Miller and Mr. Sebastian (nominees for director)
also are believed to meet such standards such that if all nominees for
directorships are elected the Broad of Directors of the Company will be majority
independent. Mr. Miller's nomination for a directorship was proposed by Mr.
Bellis Jr., Mr. Sebastian's nomination was proposed by Mr. Faibish and Mr.
Rancic's nomination was proposed by Lloyd Miller. The Company has no set policy
on Director attendance but does encourage full participation, most meetings of
the Board historically being by telephonic and other communication with decision
making accomplished by written consent mainly for convenience of the members,
most not being physically situated near the Company's business sites.
-6-
CORPORATE GOVERNANCE
Directors are elected at the annual meeting of stockholders and hold office
until their successors have been duly elected and qualified, or until the
earlier of their death, resignation or removal. In the interim between such
annual meetings the existing Board of Directors may increase or decrease the
number of directors on the Board and fill any vacancies thereby or otherwise
created, such other members to serve until their successors are duly elected by
the shareholders of the Company entitled to vote thereon or they terminate their
role as Director in some fashion and thereby create an interim vacancy to be
filled.
The Board of Directors has primary responsibility of directing the
management of the business and affairs of the Company. The Board currently
consists of seven members.
The Company has an Audit Committee, an Executive Committee, Executive
Compensation Committee, an Employee Compensation Committee and a Governance and
Nominating Committee.
The Audit Committee is comprised of Dominic A. Marsicovetere (chair), and
Michael Ferrone and its functions include recommending to the Board of Directors
the engagement of the Company's independent certified public accountants,
reviewing with such accountants the plan and results of their examination of the
consolidated financial statements and determining the independence of such
accountants. The Audit Committee also has primary responsibility for reviewing
all related party transactions. However, it is the Company's policy that all
related party transactions be approved by a majority of the disinterested
directors of the Company. Such directors will not be required to make a
determination that each related party transaction meets a fairness test, but
will decide whether the transaction is in the best interest of the Company. The
Audit Committee is comprised totally of independent directors as required by
NASDAQ. A copy of the Audit Committee Charter is included herein as an Exhibit.
The Company believes that Dominic Marsicovetere may be qualified as an "audit
committee financial expert" as defined by the Securities and Exchange Commission
and NASDAQ.
-7-
The Executive Committee is presently comprised of Henry J. Platek, Jr. and
Mair Faibish and is responsible for establishing policies and procedures
relating to the administration and operation of the Company.
The Executive Compensation Committee, presently consisting of Dominic
Marsicovetere and Michael Ferrone, the Company's two independent non-employee
directors, is authorized to review and make recommendations with respect to
compensation of officers and key employees. They also administer the Company's
1994 Services and Consulting Compensation Plan, as amended (the "1994 Option
Plan"), with respect to compensation of directors (except non-employee
directors) and officers and consultants of the Company.
The Employee Compensation Committee, presently consisting of Mair Faibish
and Henry J. Platek, is authorized to review and make recommendations with
respect to compensation of employees who are not officers or directors.
The Governance and Nominating Committee presently consisting of Dominic
Marsicovetere, Michael Ferrone and Frank A. Bellis, Jr. assists the full Board
of Directors in identifying and recommending individuals qualified to become
directors and will consider all qualified nominees recommended by shareholders.
The Board of Directors has adopted a charter for the Governance and Nominating
Committee, a copy of which is made an exhibit to this Proxy Statement.
The Nominating Committee will seek candidates for an open director position
by soliciting suggestions from Committee members, the Chairman of the Board,
incumbent directors, senior management and/or others. The Committee also may
retain a third-party executive search firm to identify candidates from time to
time. Additionally, the Committee will consider any unsolicited recommendation
for a potential candidate to the Board from Committee members, the Chairman of
the Board, other Board members, management and shareholders.
The Governance and Nominating Committee will consider nominees recommended
by any shareholder of the Company who delivers timely notice of the nomination
in proper written form to the Company's secretary at the Company's principal
executive office. To be timely, the notice must be received not less that the
time allowed for other shareholder proposals seeking entry onto the agenda for
the next following Annual Meeting. The notice must include certain biographical
information about both the proposed nominee and the shareholder submitting the
proposal as well as disclose the number of shares of Company Common Stock owned
by each of the proposed nominee and the shareholder making the proposal. The
proposal must also contain the proposed nominee's written signed consent to
being named as nominee in the proxy statement and to serving on the Board of
Directors if nominated and subsequently elected.
The Governance and Nominations Committee does not set specific, minimum
qualifications that nominees must meet in order for the committee to recommend
them to the Board of Directors, but rather believes that each nominee should be
evaluated based on his or her individual merits, taking into account the needs
of the Company and the composition of the Board of Directors.
-8-
The policy adopted by the Committee provides that nominees recommended by
stockholders are given appropriate consideration in the same manner as other
nominees.
The Board of Directors will be responsible for making the final
determination regarding prospective nominees after considering the
recommendations of the Committee.
Executive officers serve at the discretion of the Board of Directors,
subject to any employment agreement between the executive officer and the
Company.
The Board of Directors and its Committees voted by unanimous or majority
(on notice to others not voting) written consent in lieu of formal meetings with
respect to all actions taken during the year ended December 31, 2003 and
thereafter in 2004. All present directors attended at the 2002 Annual Meeting of
Shareholders except for Ms. Miller and Mr. Ferrone. Mr. Bellis was not appointed
until subsequent thereto.
None of the directors or respective officers of the Company have over the
last two fiscal years been involved in any material transactions with the
Company wherein the amount of money involved exceeded $60,000 except that the
Company has paid to Mr. Perry on retainer the sum of $125,000 for 2002 and 2003
for legal services rendered on behalf of the Company. No other material
transactions involving the officers and or directors of the Company and the
Company are proposed where the amount to be paid exceeds $60,000 except that the
Company anticipates continuing to pay for legal services to Randall J. Perry to
similar extent in fiscal 2004. There are also no common affiliations between the
Company and officers and/or directors in any other business or entity, to the
best knowledge of the Company and no legal proceedings involving securities
issues or any bankruptcy proceedings and/or criminal proceedings are pending or
have existed within the last five years involving any officers and/or directors
of the Company or any officers, directors and/or affiliates of the Company as an
adverse party to the Company.
No officer or director or affiliate thereof is or in the last fiscal year
has been in debt to the Company in excess of $60,000.
The Company has adopted a code of conduct for its senior executive and
financial officers (the "Code of Conduct"), a copy of which is made an exhibit
to this Proxy Statement. The Company will make any legally required disclosures
regarding amendments to, or waivers of, provisions of its Code of Conduct in
accordance with the rules and regulations of the SEC.
-9-
COMPENSATION OF DIRECTORS/ NON-EMPLOYEE DIRECTOR PLAN
Directors and committee members who are part of management serve as such
without compensation but are reimbursed for their reasonable out-of-pocket
expenses in attending meetings of the Board and its committees. Pursuant to the
Option Plan, directors who are not employees of the Company are granted option
to purchase 10,000 shares of Common Stock at an exercise price equal to fair
market value on the date of grant immediately upon their election or reelection
to the Board of Directors.
RECOMMENDATION AND VOTE
The Board of Directors recommends the election of the nominees listed above
as directors of the Company to hold office until the next annual meeting or
until their successors are elected and qualified. The affirmative vote of a
plurality of the votes represented by the Company Shares represented at the
Meeting where a quorum is present is required for such approval. Quorum at the
meeting shall require attendance in person and/or by proxy by at least one-third
amount of the potential votes outstanding.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 29, 2004 information regarding
the beneficial ownership of the Company's voting securities (i) by each person
who is known to the Company to be the owner of more than five percent of the
Company's voting securities, (ii) by each of the Company's directors, and (iii)
by all directors and executive officers of the Company as a group each share of
Common Stock being entitled to one vote and Class A Preferred Stock being
entitled to 13 votes per share:
Amount and Nature of
Beneficial Ownership Percent of Class
Name and Address of Common Preferred Common Preferred
Beneficial Owner Stock Stock Stock Stock
- --------------------- ----- ----- ----- -----
Mair Faibish (1)............. 112,592 100,000 4.5% 100%
1175 Walt Whitman Road
Melville, NY 11747
Henry J. Platek .......... 1,500 -0- .1% --
1175 Walt Whitman Road
Melville, NY 11747
Mitchell Gerstein............ -0- -0- -0- --
1175 Walt Whitman Road
Melville, NY 11747
Dominic A. Marsicovetere..... -0- -0- -0- --
1175 Walt Whitman Road
Melville, NY 11747
Michael Ferrone............. -0- -0- -0- --
1175 Walt Whitman Road
Melville, NY 11747
Dail Elizabeth Miller. . . . . 30,500 -0- 1.2% --
13 Golf Avenue
Woodstock, Vermont 05030
Randall J. Perry........... -0- -0- -0- --
44 Union Avenue
PO Box 108
Rutherford, NJ 07070
-10-
Lloyd I. Miller III (2). .. 851,657 -0- 34.2% --
4550 Gordon Drive
Naples, Florida 34102
Lawrence K. Fleischman. . . . . 108,026 -0- 4.3% --
350 Vanderbilt Parkway
Hauppauge, NY 11788
Laurus Master Funds Ltd (3). . . 400,000 -0- 16.1% --
c/o Ironshore Corporate Services Ltd.
PO Box 1234 G.T.
Queensgate House
South Church Street
Grand Cayman, Cayman Islands
Frank A. Bellis Jr. 900 -0- -0- --
1175 Walt Whitman Road
Melville, NY 11747
Joel Sebastian -0- -0- -0- --
1175 Walt Whitman Road
Melville, NY 11747
Bill Rancic
1175 Walt Whitman Road
Melville, NY 11747 -0- -0- -0- --
All Officers and Directors
as Group(3)................. 997,149 100,000 40.1% 100.0%
(1) Mr. Faibish owns the 100,000 shares of Class A Preferred Stock
outstanding. Each share of Preferred Stock is entitled to 13 votes on all
matters on which Common Stock may vote. Accordingly, the percentage of overall
voting power of the Company's voting securities beneficially owned by Mair
Faibish and all officers and directors as a group is increased accordingly to
37.3% and 60.7% respectively.
(2) Included in the figures shown are warrants exercisable within 60 days
for the purchase of up to 56,250 shares of the Company's Common Stock. Such
shares are deemed to be outstanding for the purpose of computing the percentage
of outstanding shares of Common Stock beneficially owned by Mr. Lloyd I. Miller,
III and as to the total amount of securities upon which the percentages of all
listed persons are based.
(3) Included in the figures shown are warrants and rights of conversion
(based upon full principal of presently existing Convertible Note) exercisable
within 60 days for the purchase of up to 400,000 shares of the Company's Common
Stock. Such shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares of Common Stock beneficially owned by Laurus
Master Funds Ltd. and as to the total amount of securities upon which the
percentages of all listed persons are based.
-11-
PROPOSAL 2. ELECTION OF AUDITORS
The Board of Directors, on the recommendation of the Audit Committee, has
appointed Grant Thornton LLP as independent auditors for the Company for the
fiscal year ending December 31, 2004. Although not required to do so, the Board
has proposed and recommends the election, at the Annual Meeting, of the firm of
Grant Thornton LLP as the Company's auditors for the year ending December 31,
2004. Effective January 22, 2002, the Company's Board of Directors first
approved the engagement of Grant Thornton LLP to serve as the Company's
independent public accountants for the fiscal 2001 audit and they have
continuously acted as the Company's auditors since such time.
During the Company's two most recent fiscal years, there were no
disagreements with Grant Thornton LLP, on any matter of accounting principles or
practices, financial statements disclosure, or auditing scope of procedure,
which disagreements, if not resolved to the satisfaction of Grant Thornton LLP
would have caused them to make reference to the subject matter of the
disagreements in their reports for such fiscal years.
During the Company's two most recent fiscal years the Company did not
consult with Grant Thornton regarding either (i) the application of accounting
principles to a specific transaction, either completed or proposed, of the type
of audit opinion that might be rendered on the Company's financial statements by
Grant Thornton LLP that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement or a reportable
event.
During fiscal 2002 and 2003, and in connection with the audit of the
Company's fiscal 2002 and 2003 financial statements, Grant Thornton LLP provided
various audit and non-audit services to the Company as follows:
(a) AUDIT FEES: Aggregate fees billed by Grant Thornton for professional
services rendered for the audit of the Company's fiscal year 2003 annual
financial statements and quarterly reviews for 2003 were $134,000, and for
2002 were $90,500.
(b) AUDIT RELATED FEES: None. (both years)
(c) TAX RELATED FEES: Aggregate fees billed by Grant Thornton for fees
related to tax filings by the Company in 2003 were $26,500 and in 2002 were
$32,500.
(d) ALL OTHER FEES: NONE
The Audit Committee of the Board has considered whether provision of the
services described in sections (b),(c) and (d) above is compatible with
maintaining the independent accountant's independence and, determined that such
services have not adversely affected Grant Thornton LLP's independence.
A representative of Grant Thornton will be present at the meeting and will
have an opportunity to make a statement if the representative desires to do so.
Said representative will also be available to respond to appropriate questions
from shareholders of the Company.
RECOMMENDATION AND VOTE
The Company's full Board of Directors and its Audit Committee, recommend
the election of Grant Thornton LLP to serve as auditors for the Company for the
fiscal year ended December 31, 2004 and until successors are elected and
qualified. The affirmative vote of a majority of the votes represented by the
Company Shares represented at the Meeting where a quorum is present is required
for such approval. Quorum at the Meeting shall require attendance in person
and/or by proxy by at least one-third amount of potential votes outstanding.
-12-
OTHER BUSINESS
Management knows of no other business, which is to be presented for action
at the meeting. Should any other matters properly come before the meeting, the
persons named in the accompanying proxy will have discretionary authority to
vote all proxies in accordance with their judgment.
It is important that proxies be returned promptly. Therefore, stockholders
who do not expect to attend in person are urged to execute and return the
enclosed proxy to which no postage need be affixed if mailed in the United
States.
EXECUTIVE COMPENSATION
Set forth below are tables showing (i) in summary form, the compensation
paid to Henry J. Platek, Mair Faibish and Mitchell Gerstein, the only executive
officers of the Company for the fiscal year ended December 31, 2003: and (ii)
the options and stock appreciation rights (SARs) granted to such executives in
2003.
SUMMARY COMPENSATION TABLE
annual long term compensation
compensation awards
--------------- -----------------------------------
restricted securities underlying
salary stock bonus stock options
NAME
- ----
Mair Faibish, President and Chief Executive Officer
2003 $158,319.00 0 0
2002 $112,579.00 0 0
2001 $191,400.00 0 0
Henry Platek, President
2003 $96,000 0 0
2002 $ 75,663.00 0 0
2001 $ 85,056.00 0 0
Mitchell Gerstein, Vice President and Chief Financial Officer
2003 $ 54,143.00 0 0
2002 $ 52,000.00 0 0
2001 $ 52,000.00 0 0
There were no stock options or stock appreciation rights (SARs) given to
any of the officers or directors of the Company. There are no outstanding SARs
held by officers and/or directors of the Company and no stock options held by
officers and/or directors of the Company in fiscal year 2003 have been exercised
during such period. No Long-Term Incentive Plan awards have been granted by the
Company to any of its officers and/or directors in fiscal year 2003. In the
fiscal year 2003 there were no adjustments made to the exercise price of any
outstanding stock options held by officers and/or directors of the Company other
than an adjustment identical to adjustment made in all outstanding Company.
Compensation Committee Interlocks and Insider Participation
All decisions with respect to the stock compensation of the Company's
executive officers and key employees are made by the Executive Compensation
Committee, which is comprised of Mr. Marsicovetere and Mr. Ferrone. Neither Mr.
Marsicovetere nor Mr. Ferrone are officers or employees of the Company nor were
they at any time.
All decisions with respect to the compensation of employees who are not
officers or key employees are made by the Employee Compensation Committee which
is comprised of Mr. Platek and Mr. Faibish.
-13-
AUDIT COMMITTEE REPORT
The Securities and Exchange Commission rules now require the Company to
include in its proxy statement a report from the Audit Committee of the Board.
The following report concerns the Committee's activities regarding oversight of
the Company's financial reporting and auditing process.
The Audit Committee is comprised solely of independent directors, as
defined in the Marketplace Rules of The NASDAQ Stock Market, and it operates
under a written charter adopted by the Board of Directors, a copy of which is
attached to this proxy statement as an Exhibit. The composition of the Audit
Committee, the attributes of its members and the responsibilities of the
Committee, as reflected in its charter, are intended to be in accordance with
applicable requirements for corporate audit committees. The Committee reviews
and assesses the adequacy of its charter on an annual basis.
As described more fully in its charter, the purpose of the Audit Committee
is to assist the Board of Directors in its general oversight of the Company's
financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, accounting and financial reporting principals, internal
controls and procedures designed to ensure compliance with accounting standards,
applicable laws and regulations. Grant Thornton LLP, the Company's independent
auditing firm, is responsible for performing an independent audit of the
consolidated financial statements in accordance with generally accepted auditing
standards.
Some of the Audit Committee members may be professional accountants or
auditors, but their functions are not intended to duplicate or to certify the
activities of management and the independent auditor, nor can the Committee
certify that the independent auditor is "independent" under applicable rules.
The Committee serves a board-level oversight role, in which it provides advice,
counsel and direction to management and the auditors on the basis of the
information it receives, discussions with management and the auditors and the
experience of the Committee's members in business, financial and accounting
matters.
Among other matters, the Audit Committee monitors the activities and
performance of the Company's internal and external auditors, including the audit
scope, external audit fees, auditor independence matters and the extent to which
the independent auditor may be retained to perform non-audit services. The Audit
Committee and the Board have ultimate authority and responsibility to select,
evaluate and, when appropriate, replace the Company's independent auditor. The
Audit Committee also reviews the results of the internal and external audit work
with regard to the adequacy and appropriateness of the Company's financial,
accounting and internal controls. Management and independent auditor
presentations to and discussions with the Audit Committee also cover various
topics and events that may have significant financial impact or are the subject
of discussions between management and the independent auditor. In addition, the
Audit Committee generally oversees the Company's internal compliance programs.
The Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditor, management represented
to the Committee that the Company's consolidated financial statements were
prepared in accordance with generally accepted accounting principles, and the
independent auditor represented that its presentations included the matters
required to be discussed with the independent auditor by Statement on Auditing
Standards No. 61, "Communication with Audit Committees" and Statement on
Auditory Standards No. 90 "Audit Committee Communication".
The Company's independent auditor also provided the Committee with the
written disclosures required by Independence Standards Board Standard No.1,
"Independence Discussions with Audit Committees," and the Committee discussed
with the independent auditor that firm's independence.
Following the Committee's discussions with management and the independent
auditor, the Committee recommended that the Board of Directors include the
audited consolidated financial statements in the Company's annual report on Form
10-KSB for the year ended December 31, 2003.
Audit Committee:
Dominic A Marsicovetere
Michael Ferrone
* Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
the aforesaid and following reports of the Audit Committee or the Company's
Board of Directors shall not be incorporated by reference into any such filing
and shall not otherwise be deemed filed under either act.
-14-
REPORT OF THE BOARD OF DIRECTORS ON ANNUAL COMPENSATION
ADMINISTRATION OF COMPENSATION PROGRAM
The Executive Compensation Committee will be responsible for establishing
and administering the stock compensation policies applicable to the Company's
executive officers.
Prior to the establishment of the Committee, decisions with respect to the
compensation of the Company's executive officers have been made by the Board of
Directors.
COMPENSATION POLICY
The goals of the Company's executive compensation policy are to (i) attract
and retain qualified executives and (ii) ensure that an appropriate relationship
exists between executive pay and the creation of shareholder value. To achieve
these goals, the Company's executive compensation policy will reward executives
for long term strategic management and the enhancement of stockholder value by
integrating annual base compensation with other forms of incentive compensation
based upon corporate results and individual performance. Measurement of
corporate performance will be primarily based on the level of achievement of
Company goals and upon Company performance levels compared with industry
performance levels.
The Committee will obtain compensation survey data where available for
similar industries to be used as a guide to establish compensation levels to be
competitive with and comparable to other companies in its industry group.
FISCAL 2003 EXECUTIVE COMPENSATION PROGRAM
The Company's fiscal 2003 executive compensation program was comprised
exclusively of base salary and bonuses. During fiscal 2003 Mr. Faibish, Mr.
Gerstein and Mr. Platek, the Company's three executive officers, did not receive
base salary increases. The decisions not to grant increases were made by the
Board of Directors based on the Company's performance and financial condition.
The compensation program described below will be implemented by the Independent
Compensation Committee on a going forward basis.
BASE SALARY. The Independent Compensation Committee will review and approve
all salary changes and stock grants for executive officers. The Committee will
base its approval of such salary changes on: (i) performance of the executive,
(ii) Company performance, (iii) experience, and (iv) external salary surveys.
ANNUAL INCENTIVE. The Company may use annual performance incentives to
focus management on achieving financial and operating results. The Company may
establish a bonus pool for executive officers for a particular year or years,
from which bonuses will be paid at the discretion of the CEO and President upon
approval of the Committee, except that bonuses awarded to the CEO and President
will be at the discretion of the Committee based on the financial performance of
the Company.
LONG TERM INCENTIVE. The primary purpose of the long-term incentive
compensation plan (the "Plan") is to link management pay with the long term
interests of stockholders. The Independent Compensation Committee will use stock
options to achieve this link. The grant of options at 100 percent for the fair
value assures that the executive officers will receive a benefit only when stock
price increases.
The amount of options granted is based on comparative data on the estimated
value of long term compensation for other industry executives. In determining
annual stock option grants, the Independent Compensation Committee will base its
decision on the individual's performance and potential to improve stockholder
value.
-15-
PRESIDENT and CEO COMPENSATION DURING FISCAL 2003
Messrs. Platek's and Faibish's salaries are intended to be competitive with
salary arrangements received by other chief executive officers in the industry.
The Committee will base future bonuses or awards to Messrs. Platek and Faibish
on Company and individual performance as compared to other promotional wholesale
distribution logistics companies, and the criteria set forth above for executive
officers generally.
COMPENSATION OF DIRECTORS
The Company's executive officers do not receive any compensation for their
services as Directors; however, such officers are reimbursed for their
reasonable out-of-pocket expenses in attending any meetings of the Board and/or
its committees. The Company's non-employee Directors, on the other hand, each
receive compensation for their service in the form of an option to purchase
10,000 shares of the Company's Common Stock immediately upon their election or
re-election to the Board. These options, which are granted pursuant to the
Company's Stock Option Plan for Non-Employee Directors (the "Option Plan"), are
issued at their fair market value, are immediately exercisable and have a term
of ten years.
EMPLOYMENT CONTRACTS
There are no Employment Contracts at present.
CONCLUSION
The Board of Directors and the Independent Compensation Committee believe
that the quality and motivation of management make a significant difference in
the long term performance of the Company. The Board of Directors and the
Committee also believe that a compensation program which rewards performance
that meets or exceeds high standards also benefits the stockholders, so long as
there is an appropriate downside risk element to compensation when performance
falls short of such standards. The Board of Directors and the Committee are of
the opinion that the Company's management compensation program meets these
requirements, has contributed to the Company's success, and is deserving of
stockholder support.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS
Following is information as of the end of fiscal year 2003 with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company are authorized for issuance.
The following is a summary of such stock option transactions for the years
ended December 31, 2003 and 2002 in accordance with the Plan and other
restricted stock option agreements:
Weighted-
Number average
of shares exercise price
---------- -------------
Outstanding at January 1, 2002 140,809 $ 32.12
Forfeited (13,175) (34.66)
Granted 356,625 2.81
---------- -------------
Outstanding at December 31, 2002 484,259 10.46
Granted 85,000 3.53
Cancelled/forfeited (25,109) (9.08)
Exercised (62,500) 1.84
---------- -------------
Outstanding at December 31, 2003 481,650 $ 10.42
========== =============
Available for grant
December 31, 2003 7,261,162
=========
December 31, 2002 7,457,291
=========
-16-
The following table summarizes information concerning currently outstanding
and exercisable stock options:
Options outstanding Options exercisable
-------------------------------------------- --------------------------
Weighted-
Number average Weighted- Number Weighted-
outstanding at remaining average exercisable at average
Ranges of December 31, contractual exercise December 31, exercise
exercise prices 2003 life (years) price 2003 price
------------------- ------------- ------------ ---------- --------------- -------
$ 1.00 - $ 4.00 376,125 .99 $ 3.68 376,125 $ 3.68
18.00 - 20.00 29,000 .65 18.34 29,000 18.34
25.00 - 35.60 36,275 .69 27.36 36,275 27.36
40.00 - 50.00 8,500 .99 42.94 8,500 42.94
60.00 - 70.00 31,750 .62 61.57 31,750 61.57
------------ ----------- --------- -------- ------
481,650 .92 $10.86 481,650 $10.86
============ =========== ========= ======== ======
The Company has also reserved 100,000 shares for a stock option plan
("Option Plan") for non-employee, independent directors, which entitles each
non-employee, independent director an option to purchase 10,000 shares of the
Company's stock immediately upon election or re-election to the Board of
Directors. Options granted under the Option Plan will be at the fair market
value on the date of grant, immediately exercisable, and have a term of ten
years. The Company had no options outstanding and exercisable and 84,000 shares
available for grant at December 31, 2003.
-17-
COMPANY STOCK PERFORMANCE
(PLEASE SEE SCHEDULE A)
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 2003 , which includes audited financial statements, has been
previously mailed to stockholders and the 2003 Annual Report is included as is
being mailed to shareholders herewith. Such reports are incorporated herein by
reference and should be reviewed by the recipient of this Proxy Statement in
conjunction with review of the other information on the Company included
herewith.
FORM 10-KSB
The Company will provide without charge to each person whose Proxy is being
solicited, a copy (without exhibits) of the Annual Report of the Company on Form
10-KSB for the fiscal year ended December 31, 2003, as filed with the Securities
and Exchange Commission. Any request therefore should be addressed to the
Company at the address given at the beginning of this report. The Form 10-KSB of
the Company for 2003 is incorporated herein by reference and should be reviewed
by the recipient of this Proxy Statement in conjunction with review of the other
information on the Company included herein.
STOCKHOLDER PROPOSALS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS
If any stockholder desires to present a proposal for action at the
Company's annual meeting to be held in 2005, such proposal must be in compliance
with applicable laws and Securities and Exchange Commission regulations and must
be received by the Company on or prior to December 31, 2004.
The Company's Board of Directors has adopted a policy and established
procedures for the Company's shareholders to communicate with members of the
Board of Directors. Shareholders can communicate with any of the Company's
directors, including the Chairperson of any of the committees of the Board of
Directors by writing to a director c/o Synergy Brands Inc., at the Company's
executive offices. Shareholders may communicate their concerns directly to the
entire Board or specifically to management or non-management members of the
Board. Such communications may be confidential or anonymous, if and as so
designated.
-18-
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission ("SEC"). Such persons are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports received by it
with respect to fiscal 2002 and 2003 or written representations from certain
reporting persons, the Company believes that all filing requirements applicable
to its directors, officers and persons who own more than 10% of a registered
class of the Company's equity securities have been timely complied with.
OTHER DOCUMENTS NOT A PART OF THIS PROXY STATEMENT
This Proxy Statement is being distributed to stockholders as part of a
larger publication containing other documents and information of interest to
stockholders concerning the Annual Meeting including Appendix, A which contains
the Annual Report to Shareholders, including Management's Discussion and
Analysis and the Consolidated Financial Statements; and Appendix B, which
contains Other Stockholder Information. All of this information not specifically
part of this Proxy Statement, and certain information in this Proxy Statement,
specifically the Audit Committee Report (other than any information contained
therein not permitted to be so excluded), the report on 2003 Executive
Compensation and the Performance Graph shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission under or
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 as
currently in effect and shall not be deemed to be incorporated by reference into
any filing by the Company under such Acts, unless specifically provided
otherwise in such filing.
By Order of the Board of Directors
Mitchell Gerstein
Secretary
Melville, NY
-19-
SCHEDULE A
COMPANY STOCK PERFORMANCE
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
SYNERGY BRANDS INC. 100.00 111.76 22.36 8.13 4.74 7.37
COREDATA GROUP INDEX 100.00 110.99 152.21 152.44 156.90 207.70
RUSSELL 3000 INDEX 100.00 119.36 109.18 95.39 73.63 94.79
PEER GROUP INCLUDES:
RUSSELL 3000 INDEX
Source: Media General Financial Services
PO Box 85333
Richmond, VA 23293
80-446-7922
(GRAPH ALSO INCLUDED) Graph represents the total return of $100 investment
in the Company relative to sample peer group and a national stock index
-20-
EXHIBIT A
SYNERGY BRANDS INC.
CATEGORICAL STANDARDS OF DIRECTOR INDEPENDENCE
A director who meets all of the following categorical standards shall be
presumed to be "independent" ("Company" shall include all subsidiaries thereof):
* During the past five years the Company has not employed the director, and
has not employed (except in a non-officer capacity) any of his or her
immediate family members.
* During the past five years, the director has not been employed (or
affiliated with) the Company's present or former auditors, nor has any of
his or her immediate family members been so employed or affiliated (except
in a non-officer capacity not involving the Company's business).
* During the past five years, neither the director, nor any of his or her
immediate family members, has been part of an "interlocking directorate" in
which an executive officer of the Company serves on the compensation (or
equivalent) committee of another company that employs the director.
* The director does not (directly or indirectly as a partner, shareholder
or officer of another company) provide consulting, legal or financial
advisory services to the Company or the Company's present or former
auditors.
* The director is not employed by (or affiliated with) a significant
supplier or customer of the Company. For the purposes of this categorical
standard, a supplier or customer shall be considered significant if its
sales to, or purchases from the Company represent more than (i) 1 % of the
sales of the customer or supplier or (ii) 1 % of the Company's revenues.
* During the past five years, the director has not had a personal services
contract with the Company, its chairman, chief executive officer or other
executive officer, or any affiliate of the Company.
* The director is not an employee, officer or director of a foundation,
university or other non-profit organization to which the Company gives
directly, or indirectly through the provision of services, more than
$100,000 per annum or 1% of the total annual donations received (whichever
is less).
*The director does not, either directly or indirectly as a partner,
shareholder or officer of another company own more than 5% of the Company's
common stock (for purposes of being eligible to sit as a member of the
Audit Committee but not necessarily as a Board member).
EX-A1
AUDIT COMMITTEE CHARTER
I. Purpose
The primary functions of the Audit Committee are to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to: (i) the
Company's systems of internal controls regarding finance, accounting, legal
compliance and ethical behavior, (ii) the Company's auditing, accounting and
financial reporting processes generally, (iii) the Company's financial
statements and other financial information provided by the Company to its
stockholders, the public and others, (iv) the Company's compliance with legal
and regulatory requirements, and (v) the performance of the Company's Corporate
Audit Department, where applicable, and independent auditors. Consistent with
these functions, the Committee will encourage continuous improvement of, and
foster adherence to, the Company's policies, procedures and practices at all
levels.
Although the Committee has the powers and responsibilities set forth in
this Charter, the role of the Committee is oversight. The members of the
Committee are not full-time employees of the Company and may or may not be
accountants or auditors by profession or experts in the fields of accounting or
auditing and, in any event, do not serve in such capacity. Consequently, it is
not the duty of the Committee to conduct audits or to determine that the
Company's financial statements and disclosures are complete and accurate and are
in accordance with generally accepted accounting principles and applicable rules
and regulations. These are the responsibilities of Management and the
independent auditors.
II. Organization
The Audit Committee shall be comprised of members as determined by the
Board of Directors, each of whom shall satisfy the independence, financial
literacy and experience requirements of Section 10A of the Securities Exchange
Act of 1934, NASDAQ and any other applicable regulatory requirements.
Committee members shall be appointed by the Board at the annual
organizational meeting of the Board of Directors and members shall serve until
their successors shall be duly appointed and qualified. The Committee's
chairperson shall be designated by the full Board or, if it does not do so, the
Committee members shall elect a chairperson by vote of a majority of the full
Committee.
The Committee may form and delegate authority to one or more of its members
and/or subcommittees when appropriate.
III.Meetings
The Audit Committee shall meet at least once annually, or more frequently
as circumstances require. The Committee shall require members of Management, the
Corporate Audit Department, if any, and the independent auditors and others to
attend meetings and to provide pertinent information, as necessary. As part of
its job to foster open communications, the Committee shall meet in executive
sessions during its regularly scheduled meetings and otherwise as the Committee
may deem appropriate with Management, the head of the Corporate Audit
Department, if any, and the Company's independent auditors to discuss any
matters that the Committee (or any of these groups) believe should be discussed
privately.
IV.Responsibilities and Duties
In recognition of the fact that the Company's independent auditors are
ultimately accountable to the Audit Committee, the Committee shall have the sole
authority and responsibility to select, evaluate, and, where appropriate,
replace the independent auditors or nominate the independent auditors for
shareholder approval. The Committee shall approve all audit engagement fees and
terms and all non-audit engagements with the independent auditors. The Committee
shall consult with Management but shall not delegate these responsibilities
EX-A2
To fulfill its responsibilities and duties. the Audit Committee shall:
WITH RESPECT TO THE INDEPENDENT AUDITORS:
1. Be directly responsible for the appointment, compensation and oversight
of the work of the independent auditors (including resolution of disagreements
between Management and the independent auditors regarding financial reporting)
for the purpose of preparing its audit report or related work.
2. Have the sole authority to review in advance, and grant any appropriate
pre-approvals of (i) all auditing services to be provided by the independent
auditors and (ii) all non-audit services to be provided by the independent
auditors as permitted by Section lOA of the Securities Exchange Act of 1934. and
in connection therewith to approve all fees and other terms of engagement. The
Committee shall also review and approve disclosures required to be included in
Securities and Exchange Commission periodic reports filed under Section 13(a) of
the Securities Exchange Act of 1934 with respect to non-audit services.
3. Review the performance of the Company's independent auditors on at least
an annual basis.
4. On an annual basis, review and discuss with the independent auditors all
relationships the independent auditors have with the Company in order to
evaluate the independent auditors' continued independence. The Committee: (i)
shall ensure that the independent auditors submit to the Committee on an annual
basis a written statement (consistent with Independent Standards Board Standards
No. 1) delineating all relationships and services that may impact the
objectivity and independence of the independent auditors; (ii) shall discuss
with the independent auditors any disclosed relationship or services that may
impact the objectivity and independence of the independent auditors; and (iii)
shall satisfy itself as to the independent auditors' independence.
5. At least annually, obtain and review an annual report from the
independent auditors describing (i) the independent auditors' internal quality
control procedures and (ii) any material issues raised by the most recent
internal quality control review, or peer review, of the independent auditors, or
by any inquiry or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the independent auditors, and any steps taken to deal with any
such issues.
6. Confirm that the lead audit partner, or the lead audit partner
responsible for reviewing the audit, for the Company's independent auditors has
not performed audit services for the Company for each of the five previous
fiscal years.
7. Review all reports required to be submitted by the independent auditors
to the Committee under Section 10A of the Securities Exchange Act of 1934.
8. Review the scope and plan of the work to be done by the independent
auditors for each fiscal year.
EX-A3
WITH RESPECT TO FINANCIAL STATEMENTS:
9. Review and discuss with Management, the Corporate Audit Department, if
any, and the independent auditors the Company's quarterly financial statements
(including disclosures made in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the independent auditors'
review of the quarterly financial statements) prior to submission to
stockholders, any governmental body, any stock exchange or the public.
10. Review and discuss: (i) with Management, the Corporate Audit
Department, if any, and the independent auditors the Company's annual audited
financial statements (including disclosures made in "Management's Discussion and
Analysis of Financial Condition and Results of Operations").
11. Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended, relating to the
conduct of the audit.
12. Recommend to the Board of Directors. if appropriate. that the Company's
annual audited financial statements be included in the Company's annual report
on Form IO-K for filing with the Securities and Exchange Commission.
13. Prepare the report required by the Securities and Exchange Commission
to be included in the Company's annual proxy statement and any other Committee
reports required by applicable securities laws or stock exchange listing
requirements or rules.
EX-A4
PERIODIC AND ANNUAL REVIEWS:
14. Periodically review separately with each of Management, the independent
auditors and the Corporate Audit Department, if any (i) any significant
disagreement between Management and the independent auditors or the Corporate
Audit Department in connection with the preparation of the financial statements.
(ii) any difficulties encountered during the course of the audit (including any
restrictions on the scope of work or access to required information) and (iii)
Management's response to each.
15. Periodically discuss with the independent auditors, without Management
being present. (i) their judgments about the quality. appropriateness. and
acceptability of the Company's accounting principles and financial disclosure
practices, as applied in its financial reporting, and (ii) the completeness and
accuracy of the Company's financial statements.
16. Consider and approve, if appropriate, significant changes to the
Company's accounting principles and financial disclosure practices as suggested
by the independent auditors, Management or the Corporate Audit Department.
Review with the independent auditors, Management and the Corporate Audit
Department, if any, at appropriate intervals, the extent to which any changes or
improvements in accounting or financial practices, as approved by the Committee,
have been implemented.
17. Review with Management, the independent auditors, the Corporate Audit
Department, if any, and the Company's counsel, as appropriate, any legal,
regulatory or compliance matters that could have a significant impact on the
Company's financial statements, including significant changes in accounting
standards or rules as promulgated by the Financial Accounting Standards Board,
the Securities and Exchange Commission or other regulatory authorities with
relevant jurisdiction.
18. Obtain and review an annual report from Management relating to the
accounting principles used in preparation of the Company's financial statements
(including those policies for which Management is required to exercise
discretion or judgments regarding the implementation thereof).
EX-A5
DISCUSSIONS WITH MANAGEMENT:
19. Review and discuss with Management the Company's earnings press
releases (including the use of "pro forma" or "adjusted" non-GAAP information)
as well as financial information and earnings guidance provided to analysts and
rating agencies.
20. Review and discuss with Management all material off-balance sheet
transactions, arrangements. obligations (including contingent obligations) and
other relationships of the Company with unconsolidated entities or other
persons, that may have a material current or future effect on financial
condition, changes in financial condition, results of operations, liquidity,
capital resources, capital reserves or significant components of revenues or
expenses.
21. Inquire about the application of the Company's accounting policies and
its consistency from period to period, and the compatibility of these accounting
policies with generally accepted accounting principles. and (where appropriate)
the Company's provisions for future occurrences, which may have a material
impact on the financial statements of the Company.
22. Review and discuss with Management (i) the Company's major financial
risk exposures and the steps Management has taken to monitor and control such
exposures (including Management's risk assessment and risk management policies),
and (ii) the program that Management has established to monitor compliance with
its code of business ethics and conduct for directors, officers and employees.
23. Review and discuss with Management all disclosures made by the Company
concerning any material changes in the financial condition or operations of the
Company.
24. Obtain explanations from Management for unusual variances in the
Company's annual financial statements from year to year, and review annually the
independent auditors' letter of the recommendations to Management and
Management's response.
EX-A6
WITH RESPECT TO THE INTERNAL AUDIT FUNCTION AND INTERNAL CONTROLS:
25. Review, based upon the recommendation of the independent auditors and
the head of the Corporate Audit Department, if any, the scope and plan of the
work to be done by the Corporate Audit Department.
26. Review and approve the appointment and replacement of the head of the
Corporate Audit Department, if any, and review on an annual basis the
performance of the Corporate Audit Department or similar management personnel
conducting internal audit functions of the Company.
27. In consultation with the independent auditors and the Corporate Audit
Department a) review the adequacy of the Company's internal control structure
and system. and the procedures designed to insure compliance with laws and
regulations, and (b) discuss the responsibilities, budget and staffing needs of
the Corporate Audit Department, if any.
28. Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and (ii) the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters.
EX-A7
OTHER:
29. Review and approve all related-party transactions.
30. Review and approve (i) any change or waiver in the Company's code of
business conduct and ethics for directors or executive officers, and (ii) any
disclosure made on Form 8-K regarding such change or waiver.
31. Establish the policy for the Company's hiring of employees or former
employees of the independent auditors who were engaged on the Company's account.
32. Review any Management decision to seek a second opinion from
independent auditors other than the Company's regular independent auditors with
respect to any significant accounting issue.
33. Review with Management and the independent auditors the sufficiency and
quality of the Corporate Audit Department staff and other financial and
accounting personnel of the Company.
34. Review and reassess the adequacy of this Charter annually and recommend
to the Board any changes the Committee deems appropriate.
35. The Committee shall conduct an annual performance evaluation.
36. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law as the Committee or the Board deems
necessary or appropriate.
37. This Charter shall be made available on the Company's website at
"www.sybr.com."
EX-A8
V. Resources
The Audit Committee shall have the authority to retain independent legal,
accounting and other consultants to advise the Committee. The Committee may
request any officer or employee of the Company or the Company's outside
counselor and/or independent auditors to attend a meeting of the Committee or to
meet with any members of, or consultants to the Committee.
The Committee shall determine the extent of funding necessary for payment
of compensation to the independent auditors for purpose of rendering or issuing
the annual audit report and to any independent legal, accounting and other
consultants retained to advise the Committee.
EX-A9
EXHIBIT B
SYNERGY BRANDS INC.
Governance and Nominating Committee Charter
Role
The Governance and Nominating Committee's role is to determine the slate of
director nominees for election to the Company's Board of Directors, to identify
and recommend candidates to fill vacancies occurring between annual shareholder
meetings, and to review, evaluate and recommend changes to the Company's
Corporate Governance Guidelines.
Membership
The membership of the Committee shall consist of at least two directors, each of
Who is to be free of any relationship that, in the opinion of the Board, would
interfere with his or her exercise of independent judgment. Applicable laws and
regulations will be followed in evaluating a member's independence. The Board
appoints the chairperson.
Operations
The Committee shall meet at least once a year. Additional meetings may occur as
the Committee or its chair deems advisable. The Committee shall cause to be kept
adequate minutes of all its proceedings, and shall report its actions to the
next meeting of the Board Committee members shall be furnished with copies of
the minutes of each meeting and any action taken by unanimous consent. The
Governance and Nominating Committee is governed by the same rules regarding
meetings (including meetings by conference telephone or similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board. The Committee is authorized
and empowered to adopt its own rules of procedure not inconsistent with (a) any
provision of this Charter, (b) any provision of the Bylaws of the Corporation,
or (c) the laws of the state of Delaware.
Authority
The Committee shall have the resources and authority necessary to discharge its
duties and responsibilities, including the authority to retain outside counsel
or other experts or consultants, as it deems appropriate. Any communications
between the Committee and legal counsel in the course of obtaining legal advice
shall be considered privileged communications of the Company and the Committee
will take all necessary steps to preserve the privileged nature of those
communications.
EX-B1
Responsibilities
Subject to the provisions of the Corporate Governance Guidelines, the principal
responsibilities and functions of the Governance and Nominating Committee are as
follows:
Annually evaluate and report to the Board on the performance and
effectiveness of the Board to facilitate the directors fulfilling their
responsibilities in a manner that serves the interests of this Company's
shareholders.
Annually present to the Board a list of individuals recommended for
nomination for election to the Board at the annual meeting of shareholders.
Before recommending an incumbent, replacement or additional director,
review his or her qualifications, including capability, availability to
serve, conflicts of interest, and other relevant factors.
Assist in identifying, interviewing and recruiting candidates for the
Board.
Annually review the composition of each committee and present
recommendations for committee memberships to the Board as needed.
Periodically review the compensation paid to non-employee directors for annual
retainers (including Board and committee Chairs) and meeting fees, if any, and
make recommendations to the Board for any adjustments. No member of the
Committee will act to fix his or her own compensation except for uniform
compensation to directors for their services as such.
Review and make recommendations about changes to the charter of the Governance
and Nominating Committee and any changes to this Company's Code of Ethics. The
committee shall monitor, oversee and review compliance with the Corporate
Governance Guidelines, Code of Ethics and any other applicable operating
policies of the Company; provided, however, that monitoring or compliance with
provisions of the Code of Ethics that relate to accounting disclosures and
regulations of the SEC or NASDAQ or misrepresentations of or omissions from
financial statements or related financial information shall be referred to the
Company's Audit Committee for action. The Committee shall serve as the initial
reviewing council for allegations of violations of the Code of Ethics or
requests for waivers of the provisions of the Code of Ethics by an executive
officer or director of the Company; provided, however, that the initial review
of allegations of violations of or request for waiver of the provisions of the
Code of Ethics that relate to accounting disclosures and regulations of the SEC
or NASDAQ, or misrepresentations of or omissions for financial statements or
related financial information shall be referred to the Company's Audit Committee
for action.
The Committee shall make recommendations to the Board about responses to
communications with regulatory authorities and agencies arising out of inquiries
and/or investigations relating to the Code of Ethics and applicable state and
federal laws, to the extent the Committee deems necessary or appropriate. Issues
relating to inquiries or investigations regarding the quality of financial
reports filed by the Company with the SEC or otherwise distributed to the public
shall be referred to the Audit Committee for action.
EX-B2
Review and make recommendations, if necessary, about changes to the charters of
other Board committees after consultation with the respective committee chairs.
Review the Chief Executive Officer's performance and performance of other
executive officers of this Company.
COMMITTEE ACCESS, RESOURCES AND RELIANCE
1. In carrying out its responsibilities, the Committee shall have access to all
the Company's books, records, directors, officers and employees.
2. The Committee shall have the authority to consult with the Company's counsel.
It shall also have the authority to employ any other counsel of its selection,
at the Company's expense, should the Committee deem it desirable and appropriate
to do so.
3. The Committee, and each member of the Committee, in his or her capacities as
such, shall be entitled to rely, in good faith, on information, opinions,
reports, or statements, or other information prepared or presented to them by
(i) officers and other employees of the Company, whom such member believes to be
reliable and competent in the matters presented and (ii) counsel, public
accountants or other persons as to matters , which the member believes to be
within the professional competence of such person.
EX-B3
EXHIBIT C
SYNERGY BRANDS INC.
CODE OF ETHICS
MISSION STATEMENT: The following code is designed to create a guide to what
Synergy Brands Inc., believes are business practices which if followed will
create an ethical working environment , which will deter wrongdoing and promote
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; full,
fair, accurate, timely, and understandable disclosure as is required and/or
otherwise deemed proper by management of this company in reports and documents
that a registrant files with, or submits to, the Securities and Exchange
Commission and other government agencies and in other public communications made
by this Company; and compliance with applicable governmental laws, rules and
regulations; which also includes as an integral part thereof the prompt internal
reporting of violations of this code to an appropriate person or persons
identified in the code; and accountability for adherence to the code.
In furtherance thereof adherence to the following general guidelines to and
policy of Synergy Brands Inc. is mandated for all employees, officers, directors
and consultants and should be reviewed and examined in relation to all other
persons with whom personnel of this Company may come in contact in furtherance
of the interests of this Company.
It is important to remember that a strong value system based on integrity and
accountability has always been at the core of this Company's existence and this
Company has always stressed ethical standards of business without a formal
declaration as to the particulars of such standards, this Company being always
hopeful that these general ethical standards were understood by and to be the
required conduct for all with whom this Company associates. This document
outlines this Company's legal requirements regarding the ethics of our
operations and provides guidance for understanding and adhering to our business
values but is not to be considered the complete description of what is
considered by this Company as ethical behavior. Ethics is a concept that this
Company wants to translate into practice. Fair treatment, kind regard, courtesy
and respect, use of good business judgment, and altruism are only a sample of
ethical behavior we promote. The guidelines set forth herein provide concepts
which this Company desires its employees, affiliates and other Company personnel
to reflect in their practice.
Ethical behavior is important in its own right. However, it is also good for our
business because it fosters one of our greatest assets-customer, client and
investor trust. So take the time to read these Guidelines. Embrace them. And
continue to live by the code of ethical conduct that has served our company so
well.
EX-C1
1. INTRODUCTION.
In this Company the Chief Executive Officer and senior executives are chiefly
responsible for setting standards of business ethics and overseeing compliance
with these standards. It is the individual responsibility of each and every
employee of this company to comply with these standards.
2. COMMUNICATIONS CHANNELS.
If any of this Company's associated personnel know of or suspect an unlawful or
unethical situation, they should promptly contact the corporate secretary or any
member of this Company's Audit Committee and/or Governance and Nominating
Committee which contact information should be set forth in this Company's annual
report and proxy statement. E-mail address at ( ) or as may otherwise be
established by Company management shall be provided for focus on claims and
inquiries regarding this Company's ethics. Appropriate person(s) at this
Company's corporate level shall promptly review any report of unlawful or
unethical conduct.
3. PERSONAL CONDUCT.
This Company's reputation for integrity and business ethics should never be
taken for granted. To maintain that reputation, this Company's personnel must
follow all of this Company's Business Conduct Guidelines and exercise good
judgment in their decisions and actions.
If Company management finds that a persons' conduct on or off the job adversely
affects their performance, that of other employees, or this Company's legitimate
business interests, that person will be subject to disciplinary measures,
including dismissal.
4. GENERAL CONCEPTS.
All persons acting under and within authority and on behalf of this Company
shall:
o Act with honesty and integrity, avoiding actual or apparent conflicts of
interest in their personal and professional relationships.
o Where authorized to provide information regarding this Company to provide
such information only as is accurate, complete, objective, fair, relevant,
timely and understandable, including information in all filings with and
other submissions to the U.S. Securities and Exchange Commission and other
applicable government sources.
o Comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory agencies.
o Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing one's independent
judgment to be subordinated.
EX-C2
o Respect the confidentiality of and not disclose information acquired in
the course of one's work which might be considered confidential except when
authorized or otherwise legally obligated to so disclose.
o Confidential information acquired in the course of one's work shall not
be used for personal advantage.
o Share knowledge and maintain professional skills important and relevant
to the needs of this Company and the needs of the person sharing the
information related thereto.
o Proactively promote and be an example of ethical behavior as a
responsible partner among peers, in the work environment and the community
understanding that one's conduct in such environment is reflective on this
Company for whom such person works.
5. NO SPECULATIVE OR INSIDER TRADING.
Federal law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling this Company's stock because of and while in the possession of material,
non-public information concerning this Company. This same prohibition applies to
trading in the stock of other publicly held companies on the basis of material,
non-public information.
Material, non-public information is any information that could reasonably be
expected to affect the price of a stock. If an officer, director, or employee is
considering buying or selling a stock because of inside information they
possess, they should assume that such information is material. It is also
important for the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the government, the
trade will be viewed after the fact with the benefit of hindsight. Consequently,
officers, directors, and employees should always carefully consider how their
trades would look from this perspective.
Two simple rules can protect in this area: (1) Don't use non-public information
for personal gain. (2) Don't pass along such information to someone else who has
no need to know.
6. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS.
As a public company, this Company must be fair and accurate in all reports filed
with the United States Securities and Exchange Commission. This Company's
officers and directors are responsible for ensuring that all reports are filed
in a timely manner and that they fairly present the financial condition and
operating results of this Company.
Securities laws are vigorously enforced. Violations may result in sever
penalties including forced sales of parts of the business and significant fines
against this Company. There may also be sanctions against individual officers,
directors, or employees for violations including substantial fines and/or prison
sentences.
EX-C3
The Chief Executive Officer and Chief Financial Officer shall certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of 2002. Officers and Directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.
7. AVOID CONFLICTS OF INTEREST.
This Company's officers, directors and employees have an obligation to give
their complete loyalty to the best interest of this Company. They should avoid
any action that may involve, or may appear to involve a conflict of interest
with this Company. Officers, directors and employees should not have any
financial or other business relationships with suppliers, customers or
competitors that might impair, or even appear to impair, the independence of any
judgment they may need to make on behalf of this Company.
Officers, Directors and employees are under a continuing obligation to disclose
any situation that presents the possibility of a conflict or disparity of
interest between the officer, director or employee and this Company. Disclosure
of any potential conflict is the key to remaining in full compliance with this
policy.
8. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES.
All of this Company's personnel must comply with the laws and regulations that
pertain to the acquisition of any business opportunity. This Company shall
compete fairly and ethically for all business opportunities. In circumstances
where there is reason to believe that the release or receipt of non-public
information is unauthorized, do not attempt to obtain and do not accept such
information from any source.
Company personnel involved in Company transactions must be certain that all
statements, communications, and representations made regarding this Company are
accurate and truthful.
9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES.
Business integrity is a key standard for those who represent this Company.
Agents, representatives, and consultants must certify their willingness to
comply with our policies and procedures and must never circumvent our values and
principles.
10. PROTECT PROPRIETARY INFORMATION.
Proprietary Company information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, associates, customers and competitors may sometimes
divulge information that is proprietary to their business. Respect these
confidences.
EX-C4
11. RESPONSIBLE USE OF COMPANY ASSETS.
Achieve responsible use, control, and stewardship over all assets and resources
of this Company that are employed by or entrusted to the recipients of such
property for the benefit of this Company.
12. AVOID UNDUE INTERFERENCE.
Company Personnel shall not and shall not attempt to unduly or fraudulently
influence, coerce, manipulate, or mislead any authorized audit or interfere with
any auditor engaged in the performance of an internal or independent audit of
this Company's financial statements or accounting books and records nor apply
such conduct to the application to this Company of any other relevant
regulations.
13. BOARD COMMITTEES.
The Board of Directors shall establish an Audit Committee empowered to enforce
this Code of Ethics. The Audit Committee shall report to the Board of Directors
at least once a year regarding the effectiveness of this Company's Code of
Ethics, its disclosure controls and reporting procedures, and its general
business conduct.
14. COMPLIANCE MEASURES.
This Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measure to be taken against any
employee or agent who has so violated the Code.
Disciplinary measures, may be invoked at the discretion of the Audit Committee,
and may include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension without pay, demotions, reductions in salary,
termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing, including but not limited to,
persons who fail to use reasonable care to detect violations, persons who if
requested to divulge information withhold material information regarding a
violation, and supervisors who approve or condone the violations or attempt to
retaliate against employees or agents for reporting violations or violators.
EX-C5
EXHIBIT D
SYNERGY BRANDS INC.
1175 WALT WHITMAN ROAD
MELVILLE, NY 11747
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mair Faibish and Mitchell Gerstein, and
each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated herein, all of the
shares of the common stock, par value $.001 per share, of Synergy Brands Inc.
the "Company"), held of record by the undersigned on at the 2003 Annual Meeting
(the "Annual Meeting") of Stockholders of the Company to be held on June 25,
2004, and any adjournment(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS LISTED IN THE PROXY STATEMENT, AND THE
PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS PRESENTED FOR
SHAREHOLDER VOTE AT THE ANNUAL MEETING.
1. PROPOSAL TO ELECT THE FOLLOWING PERSONS TO SERVE AS THE BOARD OF DIRECTORS
FOR SYNERGY BRANDS INC. FOR ONE YEAR FROM THE EFFECTIVE DATE OF THE ANNUAL
MEETING OF SHAREHOLDERS TO WHICH THIS PROXY RELATES OR UNTIL THEIR SUCCESSORS
ARE ELECTED AND QUALIFIED:
MAIR FAIBISH
MITCHELL GERSTEIN
DOMINIC MARSICOVETERE
MICHAEL FERRONE
RANDALL J. PERRY
FRANK A. BELLIS JR.
LLOYD MILLER
JOEL SEBASTIAN
BILL RANCIC
FOR { } AGAINST { } ABSTAIN { }
2. PROPOSAL TO ELECT GRANT THORNTON LLP TO SERVE AS THE COMPANY'S AUDITORS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2004 AND UNTIL THEIR SUCCESSORS ARE ELECTED
AND QUALIFIED.
FOR { } AGAINST { } ABSTAIN { }
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT(S)
THEREOF.
FOR { } AGAINST { } ABSTAIN { }
-EX-D1-
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW { }
PLEASE EXECUTE THIS PROXY AS YOUR NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
SIGNATURE: DATE:
SIGNATURE: DATE:
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-EX-D2-