SCHEDULE 14A INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use Of The Commission Only
(as permitted by Rule 14c-5(d)(2))
[ X ] Definitive Information Statement
SYNERGY BRANDS INC.
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
SYNERGY BRANDS INC.
1175 WALT WHITMAN ROAD
MELVILLE, NY 11747
(516) 714-8200
Information Statement Relating To Action By
Written Consent Of Majority Stockholders
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Dear Stockholder:
On or about January 20, 2005 the Board of Directors of this corporation
resolved and shareholders holding a majority of the votes on general matters
regarding Synergy Brands Inc. (the "Company") subject to shareholder vote
approved appropriate action including filing with the Delaware Secretary of
State appropriate documentation to retroactively correct the Company's prior
filings with the Delaware Secretary of State as determined appropriate and
necessary by the CEO and corporate counsel to the Company to implement a reverse
split of the authorized capital stock the Company shall have available to issue
(including that issued to date) similar in amount to the 1 for 4 share reverse
split of outstanding stock of the Company implemented as previously authorized
in February 2003 such that the authorized stock structure shall be 15,000,000
shares of which 14,000,000 are common stock, 100,000 Class A Preferred, and
900,000 Class B Preferred of which 500,000 shall be designated Series A Class B
Preferred, the preferences, rights and limitations thereof not to change, and
further approved and confirmed approval of a further Amendment to the
Certificate of Incorporation of the Company to reduce its authorized stock to a
total of 6,000,000 shares, 5,000,000 of those being Common Stock and the balance
of 1,000,000 shares being Preferred Stock, such Preferred Stock being further
designated as 100,000 Class A Preferred and 900,000 Class B Preferred with
500,000 of such Class B Preferred continuing to be designated as Series A Class
B Preferred. The designations, relative rights, preferences, and other terms of
the securities are not changed from such as exist currently; just a change in
the number of authorized shares. The number of such shares presently outstanding
is also not changing. Any relevant inquiries may be made to the Secretary of the
corporation, Mitchell Gerstein. Your consent is not required and is not being
solicited in connection with these actions. Pursuant to Section 228 of the
Delaware General Corporation Law, you are hereby being provided with notice of
the approval by less than the unanimous written consent of the eligible voting
stockholders of the Company. Pursuant to the Securities Exchange Act of 1934,
you are hereby being furnished with an Information Statement relating to the
Company's actions in which the referenced Certificates of Correction and
Amendment documents to be filed with the Delaware Secretary of State are
included as Exhibits.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION
PURPOSES ONLY.
Sincerely,
/S/Mair Faibish
---------------
Mair Faibish
Chief Executive Officer
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SYNERGY BRANDS INC.
1175 WALT WHITMAN ROAD
MELVILLE, NY 11747
(516) 714-8200
------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR
INFORMATION PURPOSES ONLY.
The Approximate Date of Mailing of this Information Statement is January
30, 2005.
This Information Statement is being furnished by Synergy Brands Inc. (the
"Company") in connection with actions taken by consent of holders of a majority
of the outstanding voting rights regarding outstanding stock of the Company (the
"Written Consent"), a copy of which is annexed hereto as Exhibit "5". By January
30, 2005, the Company's stockholders holding a majority of voting rights
regarding the Company's outstanding stock had returned consents approving the
transactions generally described below:
1. Authorizing appropriate action including filing with the Delaware
Secretary of State appropriate documentation to retroactively correct the
Company's prior filings with the Delaware Secretary of State as determined
appropriate and necessary by the CEO and corporate counsel to the Company to
implement a reverse split of the authorized capital stock the Company shall have
available to issue (including that issued to date) similar in amount to the 1
for 4 share reverse split of outstanding stock of the Company implemented as
previously authorized in February 2003 such that the authorized stock structure
shall be 15,000,000 shares of which 14,000,000 are common stock, 100,000 Class A
Preferred, and 900,000 Class B Preferred of which 500,000 shall be designated
Series A Class B Preferred, the preferences, rights and limitations thereof not
to change.
2. Authorizing Amendment to the Certificate of Incorporation of the Company
to reduce its authorized stock to a total of 6,000,000 shares, 5,000,000 of
those being Common Stock and the balance of 1,000,000 shares being Preferred
Stock, such Preferred Stock being further designated as 100,000 Class A
Preferred and 900,000 Class B Preferred with 500,000 of such Class B Preferred
continuing to be designated as Series A Class B Preferred.
3. Approving such other actions as the directors of the Company deem
necessary and appropriate to carry out the intent and purposes of the foregoing
resolutions.
The designations, relative rights, preferences, and other terms of the
securities are not changed from such as existed prior to such corrections and
Amendment; just a change in the number of authorized shares. The number of such
shares outstanding also did not change.
The actions taken by the Written Consent are expected to be effective
within twenty-one (21) days (approximately February 20, 2005) after this Notice
and attached Information Statement are mailed to all stockholders of the
Company.
All necessary corporate Shareholder and Director approvals in connection
with the matters referred to herein have been obtained, and the implementation
of the approved action is subject only to the filing of the appropriate
Certificates of Correction and Amendment to the Company's Certificate of
Incorporation in the format as included herewith as Exhibits. The accompanying
Information Statement is furnished to all stockholders of record of the Company
pursuant to Section 14 (c) of the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder solely for the purpose of informing the
stockholders of these corporate actions before they take effect.
Pursuant to Section 228 of the Delaware General Corporation Law,
stockholders of record of the Company as of January 20, 2005, the date on or
about which the Written Consent was signed by the holders of not less than a
majority of the votes represented by the Company's issued and outstanding Stock
and eligible to be cast regarding the corporate action taken as described
herein, are entitled to receive this Information Statement and Notice of Taking
of Corporate Action Without a Meeting by Written Consent.
The Company has asked brokers and other custodians and fiduciaries to
forward this Information Statement to the beneficial owners of the Shares held
of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such materials.
The executive offices of the Company may be contacted at 1175 Walt Whitman
Road, Melville, NY 11747. All holders of record of the shares at the close of
business on January 20, 2005, will receive this Information Statement.
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REVERSE SPLIT OF AUTHORIZED STOCK
GENERAL
Stockholders owning of record a majority of the votes represented by the
outstanding stock of the Company and entitled to vote on all matters submitted
for approval by shareholders of the Company, and the Company's Board of
Directors have considered and voted upon and adopted a proposals providing for
(i) appropriate action including filing with the Delaware Secretary of State
appropriate documentation to retroactively correct the Company's prior filings
with the Delaware Secretary of State as determined appropriate and necessary by
the CEO and corporate counsel to the Company to implement a reverse split of the
authorized capital stock the Company shall have available to issue (including
that issued to date) similar in amount to the 1 for 4 share reverse split of
outstanding stock of the Company implemented as previously authorized in
February 2003 such that the authorized stock structure shall be 15,000,000
shares of which 14,000,000 are common stock, 100,000 Class A Preferred, and
900,000 Class B Preferred of which 500,000 shall be designated Series A Class B
Preferred, the preferences, rights and limitations thereof not to change and
(ii) Amendment of the Certificate of Incorporation of the Company to reduce its
authorized stock to a total of 6,000,000 shares, 5,000,000 of those being Common
Stock and the balance of 1,000,000 shares being Preferred Stock, such Preferred
Stock being further designated as 100,000 Class A Preferred and 900,000 Class B
Preferred with 500,000 of such Class B Preferred continuing to be designated as
Series A Class B Preferred of Synergy Brands Inc. (the "Company").Copies of the
Certificates of Correction and Amendment are included herewith as Exhibits. The
Certificates of Correction and Amendment will become effective no earlier than
twenty one days subsequent to the approximated date of mailing this Information
Statement as stated at the outset hereof and upon their being filed with the
Secretary of State of Delaware (the "Effective Date").
VOTE NEEDED FOR APPROVAL
The proposed Certificates of Correction and Amendment to the Company's
Certificate of Incorporation must be and were approved by the holders of at
least a majority of the votes represented by all outstanding shares of the
Company's Stock entitled to vote on the matter. The stockholders of the Company
approved pursuant to the Written Consent annexed hereto as Exhibit 5 and
incorporated herein by reference.
THE BOARD OF DIRECTORS HAS APPROVED IMPLEMENTATION OF THE ACTIONS DESCRIBED
HEREIN BY ADOPTING A RESOLUTION SETTING FORTH THE PROPOSED ACTIONS IN THE FORM
ATTACHED HERETO AS EXHIBIT 5.1 AND INCORPORATED HEREIN BY REFERENCE, AND
RECOMMENDED THAT THE STOCKHOLDERS OF THE COMPANY VOTE FOR IMPLEMENTATION OF SUCH
ACTIONS, INCLUDING EXECUTION AND FILING OF THE PROPOSED CERTIFICATES OF
CORRECTION AND AMENDMENT.
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REASONS FOR THE PROPOSED ACTIONS TO IMPLEMENT BY APPROPRIATE ACTION THE
MATTER DESCRIBED IN THE REFERENCED CERTIFICATES OF CORRECTION AND AMENDMENT
The Company has determined that a significant cost savings in lessened
Delaware State taxes would occur if the authorized stock available for issuance
by the Company were reduced. When the Company reverse split its stock in
February 2003 it inadvertently split only its outstanding stock and not
comparably its authorized stock and the Company has determined that procedure is
available to retroactively correct such oversight by amending its prior filings
with the Delaware Secretary of State office made since the date of the
referenced reverse split wherein reference to its authorized stock in its status
prior to such reverse split still remains listed therein. Therefor, retroactive
to February 2003 the Company has filed to decrease its authorized stock
available for issuance from 60,000,000 shares divided into 49,900,000 common
stock, 100,000 Class A Preferred and 10,000,000 Class B Preferred, of which
latter stock 500,000 have been designated Series A Class B Preferred, to
15,000,000 shares divided into 14,000,000 common shares, 100,000 Class A
Preferred, and 900,000 Class B Preferred of which 500,000 shares are designated
Series A Class B Preferred. Such retroactive reduction does not reduce or
otherwise affect the rights, preferences and limitations of any stock authorized
and/or outstanding. The Company has also further authorized amending its
Certificate of Incorporation to further reduce its authorized stock to 6,000,000
shares of which 5,000,000 are designated common stock and the balance Preferred
Stock without further change.
DISTRIBUTION OF INFORMATION STATEMENT
The expenses relating to the distribution of this Information Statement
will be borne by the Company. The distribution will be made by mail.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You can read and copy any materials that the
Company files with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549; the SEC's regional offices located at 233
Broadway, Suite 1300, New York, New York 10279, and at 500 West Madison Street,
Chicago, Illinois 60661. You can obtain information about the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company includes and incorporates by reference herein its Annual Report
on Form 10-KSB for the 2003 fiscal year and Quarterly Reports on Form 10-QSB for
the quarters March 31, 2004, June 30, 2004 and September 30, 2004.
The Company does and may "incorporate by reference" the information it
files with the SEC, which means that the Company can and does disclose important
information without re-printing the information in this Information Statement by
referring to prior and future filings with the SEC. The information the Company
incorporates by reference is an important part of this Information Statement,
and later information that the Company files with the SEC will automatically
update and supersede this information. The Company incorporates by reference the
following documents filed by the Company pursuant to the Securities Exchange Act
of 1934: (i) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003; (ii) the Company's Form 10-QSB for the quarters ended
March 31, 2004 June 30, 2004 and September 30, 2004; and (v) any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act.
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You may request a copy of these filings (other than an exhibit to any of
these filings unless the Company has specifically incorporated that exhibit by
reference into the filing), at a cost of $.25 per page, by writing or
telephoning the Company at the following address:
Synergy Brands Inc.
1175 Walt Whitman Road
Melville, NY 11747
(516)714-8200
You should rely only on the information the Company has provided or
incorporated by reference in this Information Statement or any supplement. The
Company has not authorized any person to provide information other than that
provided here. The Company has not authorized anyone to provide you with
different information. You should not assume that the information in this
Information Statement or any supplement is accurate as of any date other than
the date on the front of the document.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement, including the information incorporated by
reference, includes forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act. You can
identify forward-looking statements by the words such as "expects," "projects,"
"believes," "anticipates," "intends," "plans," "budgets," "predicts,"
"estimates" and similar expressions.
The Company has based the forward-looking statements relating to our
operations on our current expectations, estimates and projections about the
Company. The Company cautions you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that it
cannot predict. In addition, the Company has based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
All risk factors stated in the Company's periodic reports incorporated herein by
reference should also be reviewed and considered. Accordingly, the Company's
actual outcomes and results may differ materially from what it has expressed or
forecast in the forward-looking statements.
By Order of the Board of Directors,
/s/ Mair Faibish
- -------------------------------------
Mair Faibish
Chief Executive Officer
Dated: January 20, 2005
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Exhibits
Exhibit 1 Certificate of Correction to Certificate of Amendment filed February
11, 2003.
Exhibit 2 Certificate of Correction to Restated Certificate of Incorporation
filed November 10, 2003.
Exhibit 3 Amendment to Certificate of Incorporation filed September 14,
2004.
Exhibit 4 Certificate of Correction to Certificate of Amendment filed
September 14, 2004.
Exhibit 5 Consent of Majority Stockholders
Exhibit 5.1 Consent of Board of Directors
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