-----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, WTswg556GpRGW3ug8e7etvER4UPewY6q8EOLTGEw9f6voD6NRLMudwwt9l35vWLF ex3atOGFmnekoemQLodGPA== 0001026018-05-000113.txt : 20051004 0001026018-05-000113.hdr.sgml : 20051004 20051004114158 ACCESSION NUMBER: 0001026018-05-000113 CONFORMED SUBMISSION TYPE: DEFR14C PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051004 EFFECTIVENESS DATE: 20051004 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: DEFR14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-19409 FILM NUMBER: 051120148 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 DEFR14C 1 file001.txt SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, For Use Of The Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement SYNERGY BRANDS INC. (Name of Registrant as Specified In Its Charter) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: SYNERGY BRANDS INC. 223 Underhill Blvd. Syosset, NY 11791 516-714-8200 Information Statement Relating To Action By Written Consent Of Majority Stockholders ------------------------ Dear Stockholder: On or about September 7, 2005 the Board of Directors of this corporation resolved and shareholders holding a majority of the votes on general matters regarding Synergy Brands Inc. (the "Company") subject to shareholder vote approved appropriate action including filing with the Delaware Secretary of State appropriate documentation to amend the Certificate of Incorporation of the Company to increase its authorized stock to a total of 15,000,000 shares, 14,000,000 of those being Common Stock and the balance of 1,000,000 shares being Preferred Stock, such Preferred Stock being further designated as 100,000 Class A Preferred and 900,000 Class B Preferred with 500,000 of such Class B Preferred continuing to be designated as Series A Class B Preferred and 250,000 of such Class B Preferred continuing to be designated as Series B of Class B Preferred. The designations, relative rights, preferences, and other terms of the securities are not changed from such as exist currently; just a change in the number of authorized shares. The number of such shares presently outstanding is also not changing. Any relevant inquiries may be made to the Secretary of the corporation, Mitchell Gerstein. Your consent is not required and is not being solicited in connection with these actions. Pursuant to Section 228 of the Delaware General Corporation Law, you are hereby being provided with notice of the approval by less than the unanimous written consent of the eligible voting stockholders of the Company. Pursuant to the Securities Exchange Act of 1934, you are hereby being furnished with an Information Statement relating to the Company's actions in which the referenced Certificate of Amendment document to be filed with the Delaware Secretary of State is included as an Exhibit. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY. Sincerely, /S/Mair Faibish --------------- Mair Faibish Chief Executive Officer -2- SYNERGY BRANDS INC. 223 Underhill Blvd. Syosset, NY 11791 516-714-8200 ------------------------ WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY. The Approximate Date of Mailing of this Information Statement is October 12, 2005. This Information Statement is being furnished by Synergy Brands Inc. (the "Company") in connection with actions taken by consent of holders of a majority of the outstanding voting rights regarding outstanding stock of the Company (the "Written Consent"), a copy of which is annexed hereto as Exhibit "1". By September 7, 2005, the Company's stockholders holding a majority of voting rights regarding the Company's outstanding stock had returned consents approving the transactions generally described below: 1. Authorizing appropriate action, including filing with the Delaware Secretary of State appropriate documentation to implement Amendment to the Certificate of Incorporation of the Company to increase its authorized stock to a total of 15,000,000 shares, 14,000,000 of those being Common Stock and the balance of 1,000,000 shares being Preferred Stock, such Preferred Stock being further designated as 100,000 Class A Preferred and 900,000 Class B Preferred with 500,000 of such Class B Preferred continuing to be designated as Series A Class B Preferred and 250,000 continuing to be designated as Series B Class B Preferred. 2. Approving such other actions as the directors of the Company deem necessary and appropriate to carry out the intent and purposes of the foregoing resolutions. The designations, relative rights, preferences, and other terms of the securities are not changed from such as existed prior to such Amendment; just a change in the number of authorized shares. The number of such shares outstanding also did not change. The additional authorized stock will be classified, unless and until otherwise designated by the Company's Board of Directors, as common stock with the same rights, preferences and other terms as other existing Common Stock of the Company. The Company remains having only one class of Common Stock Prior to this increase there were 6,000,000 shares authorized of which 5,000,000 were Common Stock 100,000 Class A Preferred Stock, 900,000 Class B Preferred Stock of which latter stock 500,000 are designated Series A Class B Preferred and 250,000 are designated Series B Class B Preferred. The increase in authorized stock is not intended to increase any outstanding stock but rather to make additional stock available for future issuance. There are no definitive plans in place at the date of this Information Statement for any further issuance. The decision to increase the Company's authorized stock also has not been prompted by or designated to specifically benefit any existing shareholders or holders of any rights to acquire securities in the Company, and none of the additional stock is allocated for issuance to any such parties. -3- PRINCIPAL STOCKHOLDERS The following table sets forth as of September 30, 2005 information regarding the beneficial ownership of the Company's voting securities (i) by each person who is known to the Company to be the owner of more than five percent of the Company's voting securities, (ii) by each of the Company's directors, and (iii) by all directors and executive officers of the Company as a group each share of Common Stock being entitled to one vote and Class A Preferred Stock being entitled to 13 votes per share (none of any other stock outstanding have any voting rights on general matters but only, if and where provided, as to issues pertinent directly to such stock): Amount and Nature of Beneficial Ownership Percent of Class Name and Address of Common Preferred Common Preferred Beneficial Owner Stock Stock Stock Stock - --------------------- ----- ----- ----- ----- Mair Faibish (1)............. 197,662 100,000 5.0% 100% 1175 Walt Whitman Road Melville, NY 11747 Mitchell Gerstein............ -0- -0- -0- -- 1175 Walt Whitman Road Melville, NY 11747 Randall J. Perry........... -0- -0- -0- -- 44 Union Avenue PO Box 108 Rutherford, NJ 07070 Lloyd I. Miller III . .. 1,191,156 -0- 29.9% -- 4550 Gordon Drive Naples, Florida 34102 Frank A. Bellis Jr. 5,900 -0- nil -- 1175 Walt Whitman Road Melville, NY 11747 Joel Sebastian -0- -0- -0- -- 1175 Walt Whitman Road Melville, NY 11747 Bill Rancic 1175 Walt Whitman Road Melville, NY 11747 90,000 -0- 2.3% -- All Officers and Directors as Group.................... 1,484,718 100,000 37.3% 100.0% (1) Mr. Faibish owns the 100,000 shares of Class A Preferred Stock outstanding. Each share of Preferred Stock is entitled to 13 votes on all matters on which Common Stock may vote. Accordingly, the percentage of overall voting power of the Company's voting securities beneficially owned by Mair Faibish and all officers and directors as a group is increased accordingly to 36% and 53% respectively. As of September 30, 2005 the Company had 3,985,277 shares of Common Stock outstanding each entitled to one vote per share on matters generally to be voted upon by shareholders of the Company and 100,000 shares of Class A Preferred Stock each share thereof having 13 votes on such matters, thereby totalling 5,285,277 possible votes. 2,688,818 of such votes were represented by the written consent of shareholders received in favor of the increase in authorized stock of the Company made the subject of this Informatoin Statement, such votes in total constituting 51% of the available votes on the matter and thereby a majority. -4- The actions taken by the Written Consent are expected to be effective within twenty-one (21) days (approximately November 2, 2005) after this Notice and attached Information Statement are mailed to all stockholders of the Company. All necessary corporate Shareholder and Director approvals in connection with the matters referred to herein have been obtained, and the implementation of the approved action is subject only to the filing of the appropriate Certificate of Amendment to the Company's Certificate of Incorporation in the format as included herewith as an Exhibit. The accompanying Information Statement is furnished to all stockholders of record of the Company pursuant to Section 14 (c) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder solely for the purpose of informing the stockholders of these corporate actions before they take effect. Pursuant to Section 228 of the Delaware General Corporation Law, stockholders of record of the Company as of September 23, 2005, the date on or about which the Written Consent was signed by the holders of not less than a majority of the votes represented by the Company's issued and outstanding Stock and eligible to be cast regarding the corporate action taken as described herein, are entitled to receive this Information Statement and Notice of Taking of Corporate Action Without a Meeting by Written Consent. The Company has asked brokers and other custodians and fiduciaries to forward this Information Statement to the beneficial owners of the Shares held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials. The executive offices of the Company may be contacted at 223 Underhill Blvd., Syosset, NY 11791. All holders of record of the shares at the close of business on September 23, 2005, will receive this Information Statement. -5- AMENDMENT OF AUTHORIZED STOCK GENERAL Stockholders owning of record a majority of the votes represented by the outstanding stock of the Company and entitled to vote on all matters submitted for approval by shareholders of the Company, and the Company's Board of Directors have considered and voted upon and adopted a proposal providing for appropriate action including filing with the Delaware Secretary of State appropriate documentation to implement Amendment of the Certificate of Incorporation of the Company to increase its authorized stock to a total of 15,000,000 shares, 14,000,000 of those being Common Stock and the balance of 1,000,000 shares being Preferred Stock, such Preferred Stock being further designated as 100,000 Class A Preferred and 900,000 Class B Preferred with 500,000 of such Class B Preferred continuing to be designated as Series A Class B Preferred and 250,000 of such Class B Preferred continuing to be designated as Series B Class B Preferred of Synergy Brands Inc. (the "Company"). A copy of the Certificate of Amendment is included herewith as an Exhibit. The Certificate Amendment will become effective no earlier than twenty one days subsequent to the approximated date of mailing this Information Statement as stated at the outset hereof and upon its being filed with the Secretary of State of Delaware (the "Effective Date"). VOTE NEEDED FOR APPROVAL The proposed Certificate of Amendment to the Company's Certificate of Incorporation must be and was approved by the holders of at least a majority of the votes represented by all outstanding shares of the Company's Stock entitled to vote on the matter. The stockholders of the Company approved pursuant to the Written Consent annexed hereto as Exhibit 2 and incorporated herein by reference. THE BOARD OF DIRECTORS HAS APPROVED IMPLEMENTATION OF THE ACTIONS DESCRIBED HEREIN BY ADOPTING A RESOLUTION SETTING FORTH THE PROPOSED ACTIONS IN THE FORM ATTACHED HERETO AS EXHIBIT 2.1 AND INCORPORATED HEREIN BY REFERENCE, AND RECOMMENDED THAT THE STOCKHOLDERS OF THE COMPANY VOTE FOR IMPLEMENTATION OF SUCH ACTIONS, INCLUDING EXECUTION AND FILING OF THE PROPOSED CERTIFICATE OF AMENDMENT. -6- REASONS FOR THE PROPOSED ACTIONS TO IMPLEMENT BY APPROPRIATE ACTION THE MATTER DESCRIBED IN THE REFERENCED CERTIFICATE OF AMENDMENT The Company has determined that it is advantageous to have presently available additional stock for potential issuance to further the Company's available opportunities for capital increase through equity financing which could reduce the Company's need for and cost of debt service, a capital raising method which the Company believes it has successfully utilized in the past. Such increase in authorized stock does not reduce or otherwise affect the rights, preferences and limitations of any stock authorized and/or outstanding. DISTRIBUTION OF INFORMATION STATEMENT The expenses relating to the distribution of this Information Statement will be borne by the Company. The distribution will be made by mail. WHERE YOU CAN FIND MORE INFORMATION The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. You can read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; the SEC's regional offices located at 233 Broadway, Suite 1300, New York, New York 10279, and at 500 West Madison Street, Chicago, Illinois 60661. You can obtain information about the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the internet at http://www.sec.gov. Copies of these materials may also be obtained by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. INCORPORATION OF DOCUMENTS BY REFERENCE The Company includes and incorporates by reference herein its Annual Report on Form 10-K for the 2004 fiscal year and Quarterly Reports on Form 10-Q for the quarters March 31, 2005 and June 30, 2005 which may be referred to for further information on the Company's current status. The Company does and may "incorporate by reference" the information it files with the SEC, which means that the Company can and does disclose important information without re-printing the information in this Information Statement by referring to prior and future filings with the SEC. The information the Company incorporates by reference is an important part of this Information Statement, and later information that the Company files with the SEC will automatically update and supersede this information. The Company incorporates by reference the following documents filed by the Company pursuant to the Securities Exchange Act of 1934: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004; (ii) the Company's Form 10-Q for the quarters ended March 31, 2005 June 30, 2005; and (v) any future filings The Company makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. -7- You may request a copy of these filings (other than an exhibit to any of these filings unless the Company has specifically incorporated that exhibit by reference into the filing), for a retrieval and printing cost net expected to exceed of $1.00 per page, by writing or telephoning the Company at the following address: Synergy Brands Inc. 223 Underhill Blvd. Syosset, NY 11791 516-714-8200 You should rely only on the information the Company has provided or incorporated by reference in this Information Statement or any supplement. The Company has not authorized any person to provide information other than that provided here. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement or any supplement is accurate as of any date other than the date on the front of the document. FORWARD-LOOKING STATEMENTS AND INFORMATION This Information Statement, including the information incorporated by reference, includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. You can identify forward-looking statements by the words such as "expects," "projects," "believes," "anticipates," "intends," "plans," "budgets," "predicts," "estimates" and similar expressions. The Company has based the forward-looking statements relating to our operations on our current expectations, estimates and projections about the Company. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that it cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. All risk factors stated in the Company's periodic reports incorporated herein by reference should also be reviewed and considered. Accordingly, the Company's actual outcomes and results may differ materially from what it has expressed or forecast in the forward-looking statements. By Order of the Board of Directors, /s/ Mair Faibish - ------------------------------------- Mair Faibish Chief Executive Officer Dated: September 30, 2005 -8- Exhibits Exhibit 1 Form of Amendment to Certificate of Incorporation expected to be filed approximately October 27, 2005 Exhibit 2 Consent of Majority Stockholders Exhibit 2.1 Consent of Board of Directors -9- EX-1 2 file002.txt EXHIBIT 1 CERTIFICATE OF AMENDMENT to CERTIFICATE OF INCORPORATION of SYNERGY BRANDS INC. Synergy Brands Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: by consent of the Board of Directors of Synergy Brands Inc. resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows: RESOLVED: that this corporation shall and is hereby authorized to amend its Certificate of Incorporation to increase the amount of authorized stock available to be issued by this corporation from 6,000,000 shares of stock to 15,000,000 shares of stock divided into 14,000,000 shares of Common Stock, 100,000 shares of Class A Preferred Stock and 900,000 shares of Class B Preferred Stock of which Class B Preferred Stock 500,000 shares shall continue to be designated Series A Class B Preferred and 250,000 as Series B Class B Preferred, the designations, relative rights, preferences, and other terms of such securities not to change (except for the amount of authorized shares thereof) from that in existence at the date hereof, the intended purpose of such amendment being to allow more available stock for equity financing and other business purposes for this Corporation. The Certificate of Incorporation of this corporation shall be amended by: 1. Changing the first Paragraph of Article FOURTH therein, first sentence therein to read as follows. "The total number of shares of stock which the corporation shall have authority to issue is fifteen million (15,000,000)." 2. Changing the paragraph in article numbered FOURTH which now reads. "The 6,000,000 authorized shares shall be divided into 5,000,000 common shares, par value $.001 per share, 100,000 Class A Preferred Stock, par value $.001 per share and 900,000 Class B Preferred Stock par value $.001 per share" so that, as amended, said paragraph shall be and read as follows: "The 15,000,000 authorized shares shall be divided into 14,000,000 common shares, par value $.001 per share, 100,000 Class A Preferred Stock, par value $.001 per share and 900,000 Class B Preferred Stock, par value $.001 per share." SECOND: That said amendment was duly adopted in accordance with the provision of Section 242 of the General Corporation of Law of the State of Delaware (the "GCL"), by written consent of a majority of the votes represented by outstanding stock entitled to vote thereon with written notice to all remaining applicable shareholders in compliance with Section 228 of the GCL. THIRD: That the capital of said corporation shall not be reduced under or by reason of said amendment. IN WITNESS OF, said corporation has caused this certificate to be signed by Mair Faibish, its CEO, and Mitchell Gerstein, its secretary, this day of September 7, 2005. By: /s/ Mair Faibish - ---------------------- Mair Faibish CEO By: /s/ Mitchell Gerstein - -------------------------- Mitchell Gerstein Secretary EX-2 3 file003.txt EXHIBIT 2 SYNERGY BRANDS INC. CONSENT OF MAJORITY SHAREHOLDERS IN LIEU OF MEETING September 7, 2005 The undersigned being the holders of record as of the date hereof of a majority of votes represented by all of the issued and outstanding stock of Synergy Brands Inc, and authorized to vote such securities, do hereby consent to and adopt the actions as set forth in the following resolutions: RESOLVED, that this corporation is and be authorized to amend its certificate of incorporation to increase its authorized stock to 15,000,000 shares consisting of 14,000,000 shares of common stock and 1,000,000 shares of preferred stock further which preferred stock be divided into 100,000 shares of Class A Preferred and 900,000 Class B Preferred of which latter preferred 500,000 shares shall continue to be designated Series A Class B Preferred and 250,000 Series B Class B Preferred, the designations, preferences, terms and condition of all such stock (excepting the number of shares thereof authorized for issuance) not being changed from its present status at the date of this consent, and such corrections and amendment may be filed in the form attached to and made a part of this consent, copies of which have been reviewed and approved by each of the undersigned, such actions to take effect on the filing of an information statement with the SEC and such other measures as shall be appropriate and necessary to comply with applicable regulation. IMPLEMENTATION RESOLVED, that the proper officers of this corporation be and they are hereby authorized and directed to do or cause to be done any and all such acts and things and to execute and deliver any and all such further documents and papers as they may deem necessary or appropriate to carry into effect the full intent and purpose of the foregoing resolutions and all referenced resolutions of this corporation's Board of Directors applicable thereto. /s/ Lloyd Miller ---------------------- Lloyd Miller /s/ Mair Faibish ---------------------- Mair Faibish EX-2.1 4 file004.txt EXHIBIT 2.1 SYNERGY BRANDS INC. Unanimous Consent of Directors September 7, 2005 The undersigned, being all of the directors of Synergy Brands Inc., hereby consent to, authorize, approve, ratify and adopt the following resolutions as though done at a formal meeting: RESOLVED, that this corporation is and be authorized to amend its certificate of incorporation to increase its authorized stock to 15,000,000 shares consisting of 14,000,000 shares of common stock and 1,000,000 shares of preferred stock further which preferred stock be divided into 100,000 shares of Class A Preferred and 900,000 Class B Preferred of which latter preferred 500,000 shares shall continue to be designated Series A Class B Preferred and 250,000 Series B Class B Preferred, the designations, preferences, terms and condition of all such stock (excepting the number of shares thereof authorized for issuance) not being changed from its present status at the date of this consent, and such corrections and amendment may be filed in the form attached to and made a part of this consent, copies of which have been reviewed and approved by each of the undersigned, such actions to take effect on the filing of an information statement with the SEC and such other measures as shall be appropriate and necessary to comply with applicable regulation. IMPLEMENTATION. Resolved, that the proper officers of this corporation be and hereby are authorized and directed to do or cause to be done any and all such acts and things and to execute and deliver any and all such further documents and papers as they may deem necessary or appropriate to carry into effect the full intent and purpose of the foregoing resolutions including but not limited to obtaining, and conditioned on obtaining, at least majority consent of the holders of record as of the date hereof of votes represented by all of the issued and outstanding stock of this corporation and authorized to vote such securities and as otherwise required under the applicable laws of the State of Delaware. /s/ Mair Faibish --------------------------- Mair Faibish /s/ Randall J. Perry --------------------------- Randall J. Perry /s/ William Rancic --------------------------- William Rancic /s/ Frank A. Bellis Jr. --------------------------- Frank A. Bellis Jr. /s/ Lloyd Miler --------------------------- Lloyd Miller /s/ Joel Sebastian --------------------------- Joel Sebastian -----END PRIVACY-ENHANCED MESSAGE-----