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: December 21, 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 December 2007 the Company entered into a Stock Purchase Agreement with
Milfam I L.P., an affiliate entity of Lloyd Miller, a director and significant
stockholder of the Company, involving Quality Food Brands Inc., a indirect
subsidiary of the Company through PHS Group Inc., providing for exchange of a
Common Stock Purchase Warrant such party had acquired in and of said Quality
Food Brands Inc. for certain of the common stock of Quality Food Brands Inc., in
exchange for common stock in Synergy Brands Inc., the arrangement designed to
further the Company's (directly and through its subsidiary, PHS Group Inc.)
efforts to achieve 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 agreement is obligated
to issue to the said party a total of 480,000 shares of the Company's
unregistered common stock which issuance is exempt from registration as provided
by Section 4(2) of the Securities Act of 1933, as amended, being a transaction
by the issuer not involving any public offering.
The capitalization of Quality Food Brands Inc. further includes an
additional warrant to purchase 15% of the outstanding stock of Quality Food
Brands Inc. pursuant to an asset purchase agreement dated May 18, 2007
(reference is made to 8-K filed on May 23, 2007 as well as an 8-K filed November
26, 2007 and associated 8-K/A filed November 27, 2007 as to additional stock
transactions in Quality Food Brands Inc. involving the Company, both
incorporated herein by reference).
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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: December 27, 2007