-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WwOx37rJWIAH8aUqf84ebdaF7zKEYyw1xMEvpyPMWIvc/EZ0saDDmYvORgLkkdEA A+qoNVoRm43GpaLk/cksBg== 0001005150-00-001689.txt : 20001225 0001005150-00-001689.hdr.sgml : 20001225 ACCESSION NUMBER: 0001005150-00-001689 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY BRANDS INC CENTRAL INDEX KEY: 0000870228 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 222993066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42354 FILM NUMBER: 794370 BUSINESS ADDRESS: STREET 1: 40 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5166821980 MAIL ADDRESS: STREET 1: 40 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: KRANTOR CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURES INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 SC 13D 1 0001.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 SYNERGY BRANDS INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 87159E-10-5 - -------------------------------------------------------------------------------- (CUSIP Number) Sinclair Broadcast Group, Inc. 10706 Beaver Dam Road Cockeysville, Maryland 21030 (410) 568-1500 c/o David D. Smith President and Chief Executive Officer With copies to: Roger J. Patterson, Esquire Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037 (202) 663-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), (f) or (g), check the following box: NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. 1 SCHEDULE 13D ________________________________________________________________________________ CUSIP No. 87159E-10-5 ________________________________________________________________________________ ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Sinclair Broadcast Group, Inc. 52-1494660 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) CO ________________________________________________________________________________ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,200,000 OWNED BY EACH REPORTING PERSON WITH ________________________________________________________________________________ 8 SHARED VOTING POWER 0 ________________________________________________________________________________ 9 SOLE DISPOSITIVE POWER 3,200,000 ________________________________________________________________________________ 10 SHARED DISPOSITIVE POWER 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,200,000 ________________________________________________________________________________ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO ________________________________________________________________________________ 2 This Schedule 13D (Amendment No. 1) is filed on behalf of Sinclair Broadcast Group, Inc. to disclose changes in beneficial ownership of shares. ITEM 1. SECURITY AND ISSUER. No change. ITEM 2. IDENTITY AND BACKGROUND. No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of December 1, 2000, Sinclair entered into a Modification Agreement by and among Sinclair, Synergy Brands Inc. and BeautyBuys.com Inc. pursuant to which Sinclair transferred to Synergy Brands 900,000 shares of Class B common stock of BeautyBuys in exchange for Synergy Brands' issuance to Sinclair of 500,000 shares of common stock of Synergy Brands and options to acquire 500,000 additional shares of common stock of Synergy Brands. The options were fully vested upon grant and are exercisable at a price of seventy cents per share for ten years from the grant. In addition, the parties agreed to reduce from $50 million to $12 million (of which $7 million in commercial advertising time is currently remaining) the amount of unused commercial advertising inventory promised to BeautyBuys under the terms and conditions of the Stock Purchase Agreement and Option Agreement, each dated as of November 23, 1999, between Sinclair and BeautyBuys. Sinclair was relieved of its obligation to provide $30 million worth of the unused commercial advertising inventory upon terminating its option to purchase 8.1 million shares of BeautyBuys Class B common stock. BeautyBuys relieved Sinclair of its obligation to provide $8 million worth of the unused commercial advertising inventory in exchange for Sinclair allowing BeautyBuys to assign the remaining $7 million worth of commercial advertising time. ITEM 4. PURPOSE OF TRANSACTION. Sinclair intends to eliminate its equity ownership in BeautyBuys while increasing its equity ownership in Synergy Brands as part of its strategic investment arrangement. Other than as set forth above, the prior disclosure is unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to Synergy Brands' most recent quarterly report on Form 10-Q, Synergy Brands had 15,658,635 shares of common stock issued and outstanding on September 30, 2000 and, upon the issuance of the 500,000 shares of common stock of Synergy Brands to Sinclair pursuant to the Modification Agreement, Synergy Brands will have 16,158,635 shares of common stock issued and outstanding. Sinclair's direct and beneficial ownership of 2,700,000 shares of common stock of Synergy Brands, together with Sinclair's beneficial ownership of options to acquire 500,000 additional shares of common stock of Synergy Brands, represents approximately 19.8 percent of the issued and outstanding common stock of Synergy Brands. (b) Sinclair has sole power to vote or direct the vote, and sole power to dispose or direct the disposition, of 3,200,000 shares of common stock of Synergy Brands. (c) Other than as reported in Item 3 above, Sinclair has not effected any transactions in the common stock of Synergy Brands during the sixty days preceding the date of this Schedule 13D. (d) Not applicable. (e) Not applicable. However, Sinclair intends to assign and transfer its entire interest in its shares of common stock of Synergy Brands in order to capitalize its wholly-owned subsidiary, Sinclair Ventures, Inc. 3 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As discussed in Item 5(e) above, Sinclair intends to assign and transfer its entire interest in its shares of common stock of Synergy Brands in order to capitalize its wholly-owned subsidiary, Sinclair Ventures, Inc. See Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Modification Agreement, dated as of December 1, 2000, by and among Sinclair Broadcast Group, Inc., Synergy Brands Inc. and BeautyBuys.com Inc. (2) Exhibit 1, Demand Registration Rights, to the Modification Agreement, dated as of December 1, 2000, by and among Sinclair Broadcast Group, Inc., Synergy Brands Inc. and BeautyBuys.com Inc. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this amendment is true, complete and correct. Dated: December 21, 2000 Cockeysville, Maryland SINCLAIR BROADCAST GROUP, INC. By: /s/ Patrick J. Talamantes ------------------------------ Patrick J. Talamantes Chief Financial Officer 4 EX-1 2 0002.txt EXHIBIT 1 EXHIBIT 1 TO SCHEDULE 13D NOTE: CERTAIN TEXT (IDENTIFIED BY ASTERISKS AND BRACKETS) HAS BEEN OMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR CONFIDENTIALITY FILED WITH THE SEC Modification Agreement This Modification Agreement is entered into as of this 1st day of December, 2000, by and among Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair"), Synergy Brands Inc., a Delaware corporation ("Synergy") and BeautyBuys.com Inc., a New Jersey corporation ("BeautyBuys"). WHEREAS, Sinclair and Synergy are parties to a Stock Purchase Agreement, dated as of November 23, 1999 (the "Synergy SPA"), pursuant to which Sinclair acquired the "Synergy Shares" (as defined in the Synergy SPA); and WHEREAS, Sinclair and BeautyBuys are parties to a Stock Purchase Agreement, dated as of November 23, 1999 the "BB SPA"), pursuant to which Sinclair acquired 900,000 shares of BeautyBuys Class B Common Stock (the "BeautyBuys Stock"); and WHEREAS, Sinclair and BeautyBuys are parties to an Option Agreement, dated as of November 23, 1999 (the "Option Agreement"), pursuant to which Sinclair has the right to purchase 8,100,000 shares of BeautyBuys Class A Common Stock (the "Option Shares"); and WHEREAS, Sinclair also has been or may be granted options (the "Plan Options") to purchase shares of BeautyBuys Common Stock (the "Plan Option Shares") pursuant to the BeautyBuys.Com Inc. 1999 Long Term Incentive Plan; and WHEREAS, in consideration of the grant of the "Option" (as defined in the BB SPA) Sinclair agreed to provide BeautyBuys with $50 million of "Advertising" and "Promos" (as defined in, and accordance with the terms of the BB SPA and the Option Agreement), subject to Sinclair's right to terminate its obligation to provide "Unearned Advertising Time" (as defined in the BB SPA) in any calendar year after calendar year 2001; and WHEREAS, BeautyBuys is currently indebted to Sinclair in the principal amount of $555,762.50, plus accrued but unpaid interest pursuant to the Promissory Note, dated April 11, 2000, effective as of December 15, 1999, and issued by BeautyBuys (the "Note"); and WHEREAS, the parties hereto desire to modify certain of the terms of the BB SPA and the Option Agreement in order to reduce the amount of Advertising and Promos to which BeautyBuys is entitled and to allow BeautyBuys to assign its right to Advertising and Promos; and WHEREAS, the parties hereto desire to eliminate any equity ownership by Sinclair in BeautyBuys, to cancel the Option and to issue additional shares of Synergy's common stock, $.001 par value, to Sinclair. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. The Options and all Plan Options now outstanding are hereby terminated and Sinclair shall have no further right to (a) acquire the Option Shares or any Plan Option Shares, or (b) receive any further Plan Options. 2. The "Advertising Time" (as defined in the BB SPA) is hereby reduced from $50 million to $12 million and BeautyBuys shall have no right after the date hereof to receive Advertising Time from Sinclair or its affiliates as a result of the BB SPA or the Option Agreement in an amount greater than the excess of (a) $12 million over (b) $5 million dollars (such excess being the "Remaining Ad Obligation"). $30 million of the Advertising Time is being eliminated in accordance with Section 2.2.1.2 of the Option Agreement as a result of Sinclair's termination thereof and $8 million of the Advertising Time is being eliminated in consideration of Sinclair's agreement to enter into the "BB-Icon Agreement" (as defined below), pursuant to which BeautyBuys will be permitted to assign the Remaining Ad Obligation. 3. The obligation of Sinclair to provide "In-Kind Services" (as defined in the BB SPA) to Beauty Buys pursuant to Section 2.3(b) of the BB SPA, or otherwise, is hereby terminated to the extent not used by BeautyBuys prior to the date hereof. 4. Sinclair is hereby relieved of any obligation to return to BeautyBuys any of the BeautyBuys Stock (pursuant to Section 2.3(a)(iv) of the BB SPA, or otherwise) and immediately following the execution hereof, Sinclair shall transfer the BeautyBuys Stock to Synergy in exchange for Synergy's issuance to Sinclair of 500,000 shares of Synergy's common stock, $.001 par value (the "Synergy Common Stock") and options (the "Synergy Options") to acquire 500,000 additional shares of Synergy Common Stock, on the following terms: (i) fully vested upon grant, (ii) exercise price of seventy cents ($.70) per share of Synergy Common Stock, (iii) ten year term, and (iv) partial exercises permitted. Promptly following the execution of this Modification Agreement, Sinclair and Synergy will enter into an option agreement including the above terms, together with other standard provisions, including (without limitation) to provide right to Sinclair similar to the rights provided in Sections 3, 4 and 5 of the Option Agreement. NOTE: CERTAIN TEXT (IDENTIFIED BY ASTERISKS AND BRACKETS) HAS BEEN OMITTED FROM PARAGRAPH 5 BELOW PURSUANT TO A REQUEST FOR CONFIDENTIALITY FILED WITH THE SEC. 5. Concurrently with the execution of this Agreement, Sinclair and BeautyBuys shall enter into an Agreement with Icon International, Inc. ("Icon"), a Connecticut corporation (the "BB-Icon Agreement") pursuant to which BeautyBuys sells to Icon the Remaining Ad Obligation in exchange for cash equal to [* * *]% of the value of the Remaining Ad Obligation and "Straight Trade Credits" (as defined in the BB-Icon Agreement) in an amount equal to [* * *]% of the Remaining Ad Obligation. In the event the BB-Icon Agreement is terminated by BeautyBuys in accordance with the terms 2 thereof, as a result of Icon's failure to make a cash payment to BeautyBuys, then BeautyBuys may resell all or a portion of the Remaining Ad Obligation to any other purchaser to which Sinclair consents, such consent not to be unreasonably withheld. The character of the Remaining Ad Obligation shall not change as a result of the sale thereof, whether such sale is to Icon or to any other purchaser. NOTE: CERTAIN TEXT (IDENTIFIED BY ASTERISKS AND BRACKETS) HAS BEEN OMITTED FROM PARAGRAPH 6 BELOW PURSUANT TO A REQUEST FOR CONFIDENTIALITY FILED WITH THE SEC. 6. Pursuant to the BB-Icon Agreement, [* * *] of the cash proceeds, representing the unpaid balance of [* * *] of the amounts owed by BeautyBuys and by Dealbynet.com, Inc, a wholly-owned subsidiary of BeautyBuys, to G1440, Inc., a Maryland corporation ("G1440"), will be paid, on BeautyBuys' behalf (and on behalf of Dealbynet.com, Inc.), directly to G1440 by Icon out of the cash portion of the purchase price being paid by Icon. Sinclair shall pay G1440 the remaining [* * *] of the amounts owed by BeautyBuys and Dealbynet, Inc to G1440, each of which will thereafter no longer be indebted to G1440 for work performed prior to the date hereof (or after the date hereof as part of an ongoing project involving 244 hours of work). BeautyBuys agrees that any web design or similar work to be performed after the date hereof for BeautyBuys or Dealbynet.com, Inc. shall be offered to G1440 so long as the quality and pricing of G1440s work is consistent with industry standards. Sinclair will consider in good faith whether or not it will bear any portion of the cost of such work performed by G1440; provided, any decision as to whether or not to do so will be made by Sinclair in its sole discretion. 7. BeautyBuys agrees that the proceeds of any sales of assets by BeautyBuys outside the ordinary course of business, the proceeds of any bank indebtedness and the cash value of any and all Straight Trade Credits which are utilized by BeautyBuys will be paid to Sinclair immediately upon the receipt of such proceeds and/or such use until such time as all amounts (principal and interest) due and owing under the Note are paid in full; provided, that the failure of BeautyBuys to pay amounts due under the Note when and as due in accordance with this Paragraph 7 shall not relieve BeautyBuys from any obligations under the Note; provided, that as long as BeautyBuys is not in breach of its obligations hereunder, Sinclair hereby agrees not to demand payment under the Note during the two-year period commencing on the date hereof. As used herein, the "cash value" of Straight Trade Credits means the difference between (a) the purchase price paid by BeautyBuys for each quantity of goods purchased pursuant to the BB-Icon Agreement and (b) the amount of cash paid by BeautyBuys for such goods, and such Straight Trade Credits shall be deemed to have been utilized by BeautyBuys as provided herein upon receipt by BeautyBuys of the proceeds of its resale of such goods (or upon BeautyBuys putting such goods into service without resale). BeautyBuys further agrees that the Note will be repaid in full in connection with any sale of the entire business of BeautyBuys whether by sale of assets, sale of stock, merger, consolidation or otherwise. 8. For all purposes of the Synergy SPA (including, without limitation, Section 2.5 thereof), the Synergy Common Stock issued hereunder and pursuant to the 3 exercise of the Synergy Options shall be treated as Synergy Shares; provided, Sinclair shall, in addition to such rights as are included in the Synergy SPA, have the right to demand registration of the Synergy Common Stock issued hereunder (including as a result of the exercise of the Synergy Options), in accordance with the demand registration rights set forth in Exhibit 1 hereto; provided further, Sinclair shall have no further rights under Section 2.4 of the Synergy SPA (with respect to any of the Synergy Shares), which Section the parties agree is hereby deleted in its entirety. 9. Synergy hereby represents and warrants to Sinclair that, except as set forth on Schedule A hereto, each of the representations and warranties set forth in Article III of the Synergy SPA is true and correct as of the date hereof as written therein and as modified by inserting a reference to this Modification Agreement each place such representations and warranties contain a reference to the Synergy SPA. 10. Sinclair hereby represents and warrants to Synergy that, except as set forth on Schedule B hereto, each of the representations and warranties set forth in Article IV of the Synergy SPA is true and correct as of the date hereof as written therein and as modified by inserting a reference to this Modification Agreement each place such representations and warranties contain a reference to the Synergy SPA. 11. BeautyBuys hereby represents and warrants to Sinclair that, except as set forth on Exhibit C hereto, each of the representations and warranties given in Sections 3.1, 3.2, 3.3 and 3.4 of the BB SPA (as modified to substitute a reference to this Modification Agreement rather than to the BB SPA, the Transaction Documents and the issuance of the BB Shares) is true and correct as of the date hereof. 12. Section 2.5, 2.6, 2.7 and 2.8 of the BB SPA are hereby cancelled and Sinclair will cause all directors of BeautyBuys designated by it to resign as directors as promptly as possible after the date hereof. 13. Except as expressly modified hereby, each of the Synergy SPA, the BB SPA and the Option Agreement will remain in full force and effect without amendment or modification. 14. The provisions of Article VII of the Synergy SPA are hereby incorporate by reference and will apply, mutatis mutandis, with full force and effect to this Modification Agreement as if included herein in their entirety. [SIGNATURES COMMENCE ON FOLLOWING PAGE] 4 IN WITNESS WHEREOF, the undersigned have executed this Modification Agreement as of the first date written above. SYNERGY BRANDS INC. By: /s/ [Illegible] ---------------------------------- Name: [Illegible] --------------------------- Title: Chairman --------------------------- SINCLAIR BROADCAST GROUP, INC. By: /s/ David B. Amy ---------------------------------- Name: David B. Amy --------------------------- Title: EVP --------------------------- BEAUTYBUYS.COM INC. By: /s/ [Illegible] ---------------------------------- Name: Beauty Buys.com --------------------------- Title: President --------------------------- 5 EX-2 3 0003.txt EXHIBIT 2 EXHIBIT 2 TO SCHEDULE 13D Exhibit 1 (Demand Registration Rights) to Modification Agreement 1. CERTAIN DEFINITIONS. As used herein, unless the context otherwise requires (a) all capitalized terms not defined herein shall have the meanings set forth in the "Synergy SPA" (as defined in the Modification Agreement to which this document is an Exhibit), and (b) the following terms shall have the following respective meanings: "HOLDER" shall mean the Purchaser holding Registrable Stock and any other Person holding shares of Registrable Stock to whom the rights under this Agreement have been transferred in accordance with SECTION 5 below. The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. "REGISTRABLE STOCK" shall mean (i) the Synergy Common Stock acquired by Purchaser pursuant to the Modification Agreement (including any received upon exercise of the Synergy Options granted thereunder); and (ii) any shares of Common Stock issuable with respect thereto upon any stock split, or stock dividend, or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization or otherwise. 2. DEMAND REGISTRATION RIGHTS. 2.1 If the Company shall receive from any Holder a written demand (a "Demand Registration") that the Company effect any registration under the Securities Act of 1933, as amended (the "Act"), of all or part of the Registrable Stock the Company will use its diligent best efforts to effect such registration as soon as practicable as may be so demanded and as will permit or facilitate the sale and distribution of all or such portion of the Holders' Registrable Stock as are specified in such demand; provided, that the Company shall not be obligated to take any action to effect any such registration, pursuant to this paragraph 2.1: 2.1.1 Within one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (other than a registration on Form S-4 or any similar or comparable form relating solely to a Commission Rule 145 transaction, or a registration relating solely to employee benefit plans); 2.1.2 If the Company shall furnish to such Holders a certificate signed by the President of the Company, stating that in the good faith judgment of the board of directors of the Company it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required, in which case the Company shall have an additional period of not more than ninety (90) days within which to file such registration statement; provided, however, that the Company shall not use this right more than once in any twelve month period; 2.1.3 After the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective; and 2.1.4 With respect to a demand made prior to December 1, 2001. 2.2 Obligations of the Company. Whenever required under this Agreement to use its best efforts to register any Registrable Stock, the Company shall as expeditiously as reasonably possible: 2.2.1 Prepare and file with the SEC a registration statement with respect to such Registrable Stock and use its best efforts to cause such registration statement to become effective, and, keep such registration statement effective for a period of up to one hundred twenty (120) days or until such earlier date on which the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of the managing underwriter and (ii) in the case of any registration of Registrable Stock on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Stock are sold, provided that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and; provided further, that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, in the registration statement. 2.2.2 Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. 2.2.3 Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act and 2 such other documents as they may reasonably request in order to facilitate the disposition of Registrable Stock owned by them. 2.2.4 Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. 2.2.5 In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 2.2.6 Notify each Holder of Registrable Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 2.2.7 Cause all such Registrable Stock registered pursuant hereto to be listed on each securities exchange on which similar securities issued by the Company are then listed. 2.2.8 Provide a transfer agent and registrar for all Registrable Stock registered pursuant hereto and a CUSIP number for all such Registrable Stock, in each case not later than the effective date of such registration. 3. UNDERWRITTEN PUBLIC OFFERING: AGREEMENTS. 3.1 In the event that any registration shall be, in whole or in part, an underwritten public offering, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (but not below 50% of the securities to be sold in such offering) to the extent that the managing underwriter shall be of the opinion (a written copy of which shall be delivered to the Holder) that such inclusion would materially adversely affect the marketing of the securities to be sold by the Company under such registration statement. 3.2 In connection with each registration covering an underwritten public offering, the Company and the Holder agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and 3 investment stature; provided, however, that the Holder of Registrable Stock shall not be required to make any representations or warranties or agreements other than representations, warranties and agreements regarding such Holder, such Holder's Registrable Stock and the intended method of distribution and; provided further, that such Holder may require that any or all representations, warranties, conditions precedent and other agreements by the Company for the benefit of the underwriter shall also be for the benefit of such Holder. Each registration shall also be subject to the execution of a written agreement between the Company and the Holder containing provisions for indemnification and contribution and such other provisions as are customary for such an arrangement between the Company and Holders of demand registration rights. 4. EXPENSES. The Company and Holder shall each bear and pay fifty percent (50%) of all expenses incurred in connection with any registration, filing or qualification of Registrable Stock with respect to registrations pursuant hereto for each Holder (which right may be assigned as provided herein), including, without limitation, all registration, filing and qualification fees, printers and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder, but excluding underwriting discounts and commissions relating to such Registrable Stock, which discounts and expenses shall be borne entirely by Holder. 5. TRANSFERABILITY OF REGISTRATION RIGHTS. The registration rights set forth in this Agreement are transferable to each transferee of Registrable Stock who receives at least 10% of the aggregate Registrable Stock owned by Holder on the date hereof; provided, that such transferee's activities, products and services are not competitive in any material respect with activities, products or services of the Company as reasonably determined by the Board of Directors. Each subsequent Holder of Registrable Stock must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement. 6. NO EFFECT. Notwithstanding anything to the contrary contained herein, the provisions of this Exhibit 1 shall not be applicable to Holder's exercise of its piggyback registration rights as provided in Section 2.5 of the Synergy SPA (and as provided in Paragraph 8 of the Modification Agreement to which this document is an Exhibit), which rights shall continue to be governed by the provisions of the Synergy SPA and Exhibit A thereto. 4 -----END PRIVACY-ENHANCED MESSAGE-----