-----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, R9oihVwE+0JpmIzNdmGk7zyBnkq8Fy9LCWoDb8v8zpBaTA+SovB8sb2AiF4ViwlH dwP+8kqE4ZOtad+fBb3h2A== 0001026018-03-000002.txt : 20030103 0001026018-03-000002.hdr.sgml : 20030103 20030103153705 ACCESSION NUMBER: 0001026018-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030103 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 20030103 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19409 FILM NUMBER: 03503063 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: DELTA VENTURES INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: KRANTOR CORP DATE OF NAME CHANGE: 19930328 8-K 1 file001.txt FORM 8-K 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: January 3, 2003 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.) 1175 Walt Whitman Road, Melville, New York 11747 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (631) 424-5500 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events On November 25, 2002 the Registrant, Synergy Brands Inc. filed notice on Form 8-K of their receipt of a NASDAQ Staff determination indicating that such Company failed to comply with NASDAQ continued listing standards, which included indication in the Company's filed 10QSB report for the quarter ended September 30, 2002 that the Company failed to maintain stockholders equity of $2,500,000 or more. In such prior Form 8-K report, the Company referenced their attempt to eliminate accounts payable sufficient to increase shareholders equity above minimum NASDAQ continued listing standrards, which accounts payable related to prior contracts being carried on the Company's balance sheet but which payables were questioned as to their present existance and enforceability. $592,689 of such questioned accounts payable have now been eliminated by settlement agreement with About.com as one of the questioned accounts and such elimination of previously listed debt is now reflected in the proforma balance sheet for the Company as of September 30, 2002 included herewith as an exhibit, the elimination of which has increased stockholders equity for the Company as of September 30, 2002 to $2,532,956 now exceedng NASDAQ minimum standards regarding such computation. The attached proforma balance sheet has been reviewed and consented to by the Company's auditors. There are still further outstanding accounts payable which the Company believes will be eliminated in similar fashion to that of About.com and which will reflect an even larger stockholders equity for the Company. Item 7. Pro Forma Financial Information and Exhibits Attached as an exhibit is the Synergy Brands Inc. and Subsidiaries ProForma Unaudited Consolidated Balance Sheet as of September 30, 2002 together with a copy of the Settlement and Release Agreement referenced in Footnote (A) to such pro forma balance sheet as the basis for the changes in finanical information therein reflected. - -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 --------------------- Mitchell Gerstein Chief Financial Officer Dated: January 3, 2003 EX-1 3 file002.txt EXHIBIT 1 Exhibit 1 Synergy Brands, Inc. & Subsidiaries Proforma Unaudited Consolidated Balance Sheet September 30, 2002
Actual Adjustments Proforma ---------- ----------- -------- ASSETS Current Assets Cash and cash equivalents $708,357 $ - $708,357 Marketable securities 125,751 125,751 Accounts receivable, less allowance for doubtful accounts of $108,220 984,494 984,494 Inventory 1,492,003 1,492,003 Prepaid assets 385,187 385,187 ---------- ----------- -------- Total Current Assets 3,695,792 - 3,695,792 Property and Equipment, net 499,485 499,485 Other Assets 149,667 149,667 Web Site Development Costs, net 392,656 392,656 Trade Names and Customer List, net 1,388,386 1,388,386 ---------- ----------- -------- Total Assets $6,125,986 $ - $6,125,986 =========== =========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Line of credit $ 952,080 $ - $ 952,080 Accounts payable and accrued expenses 2,285,700 2,285,700 ---------- ----------- -------- Total Current Liabilities 3,237,780 - 3,237,780 Notes Payable 60,000 60,000 Other Liabilities 887,939 (592,689)(A) 295,250 Commitments and Contingencies Stockholders' Equity Class A preferred stock - $.001 par value; 100,000 shares authorized and outstanding; liquidation preference of $10.50 per share 100 100 Class B preferred stock - $.001 par value; 10,000,000 shares authorized, and no shares outstanding - - Common Stock - $.001 par value; 49,900,000 shares authorized; 5,322,484 shares outstanding 5,322 5,322 Additional paid-in-capital 35,082,482 35,082,482 Deficit (33,133,083) 592,689(A) (32,540,394) Accumulated other comprehensive income (4,554) (4,554) Stockholders' notes receivable (5,000) (5,000) Less treasury stock, at cost, 4,000 shares (5,000) (5,000) ---------- ----------- -------- Total Stockholders' Equity 1,940,267 592,689 2,532,956 ---------- ----------- -------- Total Liabilities and Stockholders' Equity $6,125,986 $ - $6,125,986 ========== =========== ========
The accompanying note is an integral part of this statement. Synergy Brands, Inc. & Subsidiaries Note to Proforma Unaudited Consolidated Financial Statements September 30, 2002 (A) Reflects a Settlement and Release Agreement (the "Agreement") entered into on December 16, 2002 between Synergy Brands, Inc. (the "Company") and About.com, a vendor. The Agreement serves to terminate all terms, conditions and obligations of the Company with respect to an August 1999 advertising agreement between the Company and About.com. As a result of the Agreement, the Company has been relieved of liabilities to About.com, which aggregate $592,689. EX-2 4 file004.txt EXHIBIT 2 Exhibit 2 SETTLEMENT AND RELEASE This settlement and Release (the "Settlement and Release") is entered into as of December 16, 2002, and effective retroactively from September 15, 2002, by and between About, Inc. ("About") with offices at 249 West 17th Street, 2nd Floor, New York, New York, 10018 and BeautyBuys.com, Inc. ("BeautyBuys") with offices at 1175 Walt Whitman Road, Melville, New York 11747 (each a "Party" and collectively the "Parties"). WHEREAS, About and BeautyBuys are currently parties to a lawsuit (the "Lawsuit"), whereby BeautyBuys has brought claims against About in the Suffolk County District Court of the State of New York in connection with an advertising agreement entered into in August 1999 by About and BeautyBuys (the "Agreement"); WHEREAS, the Parties hereby agree that in settlement of the Lawsuit and all other disputes arising between the Parties in connection with the Agreement, About and BeautyBuys will execute this settlement and Release and BeautyBuys will file a stipulation dismissing the Lawsuit with prejudice; NOW THEREFORE, in consideration of the foregoing and for other and good consideration the Parties do hereby agree as follows: 1. The Parties hereby agree that all of the terms, conditions and obligations of the Parties in connection with the Agreement have been terminated and are of no further force and effect. 3. Within five (5) days of execution of this Settlement and Release, BeautyBuys shall file, or cause to be filed, a stipulation disconnecting the Lawsuit (such stipulation to be filed with prejudice). 4. For good and valuable consideration, the sufficiency of which is hereby recognized, BeautyBuys, its parent, subsidiaries and affiliates together with their respective shareholders, officers, directors, partners, employees, agents and successor and assigns (the "Releasors"), hereby irrevocably and unconditionally release About, its parent, subsidiaries and affiliates, together with their respective shareholders, officers, directors, partners, employees, agents and successors and assigns (the "Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of actions, rights, costs, losses, debts, and expenses, including without limitation attorney fees and court costs, of any nature whatsoever known or unknown which the Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, fact of cause whatsoever known or unknown from the beginning of time to the date of the Release in connection with the Agreement. 5. For good and valuable consideration, the sufficiency of which is hereby acknowledge, About, its parents, subsidiaries and affiliates, together with their respective shareholders, officers, directors, partners, employees, agents, successors and assigns, (the "About Releasors") hereby irrevocably and unconditionally release BeautyBuys, its parents, subsidiaries and affiliates, together with their respective shareholders, officers, directors, partners, employees, agents, successors and assigns, the "BeautyBuys Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses, including without limitation attorney fees and court costs, of any nature known or unknown, which the About Releasors ever had, now has, or hereafter can, shall or may have by reason of any matter, fact or cause whatsoever known or unknown from the beginning of time to the date of this Release in connection with the Agreement. 6. This Release (A) constitutes the binding agreement between the Parties; (B) represents the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter contained herein, including, without limitation, the Services and (C) may not be modified or amended except in writing signed by the Parties. 8. This Release may be executed simultaneously in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to be one and the same instrument. 9. The Parties agree that this Release does not constitute and is not to be construed as an admission by either Party of (A) any violation of any federal, state, or local law, statute or regulation, or (B) the commission by either Party of any other actionable wrong. 10. This Release shall be governed by, and construed in accordance with the laws of , the State of New York without regard to the conflicts of laws principles thereof and any action rising out of or relating to this Release shall be brought in the state and federal courts of the State of New York, New York County. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Release as of the date first entered above. For BeautyBuys.com, Inc. For About, Inc. Mair Faibish Chris Fraser - ------------- ---------------- President Vice President - ------------- ---------------- December 16, 2002 12/17/02 - ------------- ---------------- /s/ Mair Faibish /s/ Chris Fraser - ------------- ---------------- -----END PRIVACY-ENHANCED MESSAGE-----