SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report: November 26, 2007
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.)
223 UNDERHILL BLVD., SYOSSET, NY 11791
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 1-516-714-8200
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.
In November 2007 the Company entered into two Amendments, with non-affiliated
parties, to prior agreements involving Quality Food Brands Inc., a indirect
subsidiary of the Company through PHS Group Inc., providing for exchange of
common stock such parties had acquired in and of said Quality Food Brands Inc.,
in connection with services rendered for Quality Food Brands Inc., for common
stock in Synergy Brands Inc., the arrangement designed to give the Company
(directly and through its subsidiary, PHS Group Inc.)100% ownership of Quality
Food Brands Inc., (the Company's Baking Mix Operations)so as to maintain the
qualification of the two companies for consolidated SEC & tax reporting. The
Company by such agreements is obligated to issue to the said non-affiliated
parties a total of 650,000 shares of the Company's unregistered common stock
which issuances are exempt from registration as provided by Section 4(2) of the
Securities Act of 1933, as amended, being transactions by the issuer not
involving any public offering.
Item 7.01. Regulation FD Disclosure
On November 26, 2007 Synergy Brands, Inc. announced its third quarter 2007
financial results and posted a summary of its financial status deriving from
such 3rd quarter results on the registrant's website at
http://www.sybr.com/investor_media.htm. A copy of the press release containing
the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The Company had earlier on November 13,
2007 also posted such results with more particularity and filed a report on Form
8K on such date, which earlier report is incorporated herein by reference. The
foregoing information is provided pursuant to Item 7.01, "Regulation FD
Disclosure," and Item 2.02, "Results of Operations and Financial Condition," on
Form 8-K. The financial figures presented therein referenced certain EBITDA
numbers which are acknowledged by the Registrant to not be GAAP compliant and
should be reviewed accordingly, and in compliance with applicable Securities and
Exchange Commission regulation, comparable GAAP numbers have also been presented
as to such EBITDA figures in disclosure of the financial results as presented in
the press release as included herewtih and referenced herein.
The information furnished herein, including Exhibit 99.1, is not deemed to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liability of that section. This information will not be deemed to be
incorporated by reference into any filing under the Securities Act or the
Exchange Act, except to the extent that the Registrant specifically incorporates
them by reference
Item 9.01 Financial Statements and Exhibits
Exhibits
99.1 Press release dated November 26, 2007
-1-
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
----------------
Mair Faibish
Chairman of the Board
By: /s/ Mitchell Gerstein
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Mitchell Gerstein
Chief Financial Officer
Dated: November 26, 2007