SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use Of The Commission Only
(as permitted by Rule 14c-5(d)(2))
[ X ] Definitive Information Statement
SYNERGY BRANDS INC.
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
SYNERGY BRANDS INC.
223 Underhill Blvd.
Syosset, NY 11791
800-373-7489
Information Statement Relating To Action By
Written Consent Of Majority Stockholders
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Dear Stockholder:
On or about September 7, 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 amend the Certificate of Incorporation of the
Company to increase its authorized stock to a total of 15,000,000 shares,
14,000,000 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 and 250,000 of such
Class B Preferred continuing to be designated as Series B of 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 Certificate of Amendment document to
be filed with the Delaware Secretary of State is included as an Exhibit.
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
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Mair Faibish
Chief Executive Officer
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SYNERGY BRANDS INC.
223 Underhill Blvd.
Syosset, NY 11791
800-373-7489
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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 October 5,
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 "1". By
September 7, 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 implement Amendment to the
Certificate of Incorporation of the Company to increase its authorized stock to
a total of 15,000,000 shares, 14,000,000 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 and 250,000 continuing to be designated as Series B Class B
Preferred.
2. 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 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 October 27, 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
Certificate of Amendment to the Company's Certificate of Incorporation in the
format as included herewith as an Exhibit. 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 September 23, 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 223 Underhill
Blvd., Syosset, NY 11791. All holders of record of the shares at the close of
business on September 23, 2005, will receive this Information Statement.
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AMENDMENT 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 proposal providing for
appropriate action including filing with the Delaware Secretary of State
appropriate documentation to implement Amendment of the Certificate of
Incorporation of the Company to increase its authorized stock to a total of
15,000,000 shares, 14,000,000 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 and 250,000 of such Class B Preferred continuing to be designated as
Series B Class B Preferred of Synergy Brands Inc. (the "Company"). A copy of the
Certificate of Amendment is included herewith as an Exhibit. The Certificate
Amendment will become effective no earlier than twenty one days subsequent to
the approximated date of mailing this Information Statement as stated at the
outset hereof and upon its being filed with the Secretary of State of Delaware
(the "Effective Date").
VOTE NEEDED FOR APPROVAL
The proposed Certificate of Amendment to the Company's Certificate of
Incorporation must be and was 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 2 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 2.1 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 CERTIFICATE OF
AMENDMENT.
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REASONS FOR THE PROPOSED ACTIONS TO IMPLEMENT BY APPROPRIATE ACTION THE
MATTER DESCRIBED IN THE REFERENCED CERTIFICATE OF AMENDMENT
The Company has determined that it is advantageous to have presently
available additional stock for potential issuance to further the Company's
available opportunities for capital increase through equity financing which
could reduce the Company's need for and cost of debt service, a capital raising
method which the Company believes it has successfully utilized in the past. Such
increase in authorized stock does not reduce or otherwise affect the rights,
preferences and limitations of any stock authorized and/or outstanding.
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-K for the 2004 fiscal year and Quarterly Reports on Form 10-Q for the
quarters March 31, 2005 and June 30, 2005 which may be referred to for further
information on the Company's current status.
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-K for the fiscal year ended
December 31, 2004; (ii) the Company's Form 10-Q for the quarters ended March 31,
2005 June 30, 2005; and (v) any future filings The Company makes 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), for a retrieval and printing cost net expected to
exceed of $1.00 per page, by writing or telephoning the Company at the following
address:
Synergy Brands Inc.
223 Underhill Blvd.
Syosset, NY 11791
800-373-7489
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
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Mair Faibish
Chief Executive Officer
Dated: September 7, 2005
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Exhibits
Exhibit 1 Form of Amendment to Certificate of Incorporation expected to be
filed approximately October 27, 2005
Exhibit 2 Consent of Majority Stockholders
Exhibit 2.1 Consent of Board of Directors
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