SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: November 19, 2004
Synergy Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19409 22-2993066
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1175 Walt Whitman Road, Melville, New York 11747
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (516) 714-8200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K Filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On November 16, 2004 Synergy Brands Inc. (SYBR) (the "Company") approved and
accepted additional subscriptions from accredited investors on the earlier
offering approved November 1, 2004 to whom the subscription opportunity was
presented by the Company for securities sold directly by the Company in an
offering exempt from registration under the Section 4(2) private transaction
exemption allowed within the Securities Act of 1933 as amended. The securities
offered and which were subscribed for consisted of 17 units, each unit
consisting of 10,000 shares of the Company's non-convertible Class B Series A
Preferred Stock and 15,000 shares of the Company's restricted Common Stock, each
unit being sold for $100,000 per Unit. Total offering proceeds received by the
Company was $1,700,000.
Item 7.01. Regulation FD Disclosure.
On November 1, 2004 the Company announced and commented upon its completing the
offering referenced in Item 3.02 herein in a press release containing the
announcement a copy of which press release is included as Exhibit 99 to this
current report on Form 8-K and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Synergy Brands, Inc.
By: /s/ Mair Faibish
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Mair Faibish
Chairman of the Board
By: /s/ Mitchell Gerstein
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Mitchell Gerstein
Chief Financial Officer
Dated: November 19, 2004