Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 1, 1999
SYNERGY BRANDS INC.
Delaware 0-19409 22-2993066
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(State or other (Commission (IRS Employer
jurisdiction of File Number) identification no.)
incorporation or
organization)
40 Underhill Blvd., Syosset, New York 11791
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (516) 682-1980
Page 1 of 20 Pages
Exhibit Index on Page 4
ITEM 5. OTHER EVENTS
Recent Sales of Unregistered Securities
Synergy Brands Inc. ( the "Company") has extended, increased and restructured
the debt of its subsidiary, New Era Foods Inc., with The Venezuelan Recovery
Fund NV. The debt was increased from $1 million to $1.5 million and a fixed
conversion option was set at $3 per share for conversion at the Lender's option
to restricted legended common stock of the Company, which would convert the debt
into a maximum of 500,000 shares (5.5% of the Company's current outstanding
stock (including that issued on full conversion)).
The Company believes that the financing package directly benefits the product
sales done by and for the Company. The securities to be issued, when issued,
shall be without registration by exemption provided by Section 4(2) of the
Securities Act of 1933 as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
No financial statements are being provided herewith
EXHIBITS
1. Promissory Note between The Venezuelan Recovery Fund NV as lender
and New Era Foods Inc. as borrower dated July 1998.
2. Extension Agreement between The Venezuelan Recovery Fund NV, New Era
Foods Inc., and Synergy Brands Inc. dated June 1, 1999.
3. 9% Subordinated Convertible Debenture between New Era Foods Inc.,
The Venezuelan Recovery Fund NV, and Synergy Brands Inc. dated June 1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on his behalf by the
undersigned hereunto duly authorized.
SYNERGY BRANDS INC.
by /s/ Mitchell Gerstein
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Mitchell Gerstein, Vice Pres.
Dated: June 21, 1999
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EXHIBIT INDEX
1. Promissory Note between The Venezuelan Recovery Fund NV as lender
and New Era Foods Inc. as borrower dated July 1998.
2. Extension Agreement between The Venezuelan Recovery Fund NV, New Era
Foods Inc., and Synergy Brands Inc. dated June 1, 1999.
3. 9% Subordinated Convertible Debenture between New Era Foods Inc.,
The Venezuelan Recovery Fund NV, and Synergy Brands Inc. dated June 1, 1999.
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