-----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, SD6HFUXiSaRdEutJ3qcVTild8hRf9v62pE5HXco4yuhUaKCVlmkl+bQKZJc11yaV KtY4BIcbjpzi6U2bb0qXrg== 0001026018-07-000023.txt : 20070613 0001026018-07-000023.hdr.sgml : 20070613 20070613153259 ACCESSION NUMBER: 0001026018-07-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070612 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 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: 07917437 BUSINESS ADDRESS: STREET 1: 223 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5167148200 MAIL ADDRESS: STREET 1: 223 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 8-K 1 file001.txt 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: June 12, 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 7.01. Regulation FD Disclosure. On June 8, 2007 the Registrant announced by Press Release, a reproduction of which is included herewith as an exhibit, its plan for making an oral presentation of its business forecasts for fiscal 2007 at an investor conference in Boca Raton, Florida and posted the outline and particulars of its presentation on the Registrant's website at http://www.sybr.com/investor_media.htm and such investor conference was effecuated on June 12, 2007. The financial figures presented therein referenced certain EBITDA numbers which are acknowledged by the Registrant to not be GAAP compliant and should be reviewed accordingly, and in compliance with applicable Securities and Exchange Commission regulation, comparable GAAP numbers have also been presented as to such EBITDA figures in disclosure of the financial results as presented in earlier disclosure where such financial information was previously presented (see Form 8-K filed May 15, 2007 and incorporated by reference herein). The information furnished herein, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that secion. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates them by reference Item 9.01 Financial Statements and Exhibits Exhibits 99.1 Press release dated June 8, 2007 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: June 13, 2007 EX-99.1 2 file002.txt Syosset, NY, June 8, 2007 Synergy Brands, Inc. (NASDAQ: SYBR) Synergy Brands plans to announce its forecasts for Fiscal 2007, which include the expected performance of its recently acquired assets for the balance of Fiscal year 2007. The guidance estimates that revenues for FY 2007 may increase by 8% to $77 million and gross margins may increase by 40% to $7 million. Gross margins are defined as revenues less cost of goods and direct costs. Synergy plans on providing presentations at an investor conference in the Marriott Town Center in Boca Raton, Florida on June 12, 2007. The Company has posted its presentation on its website at: http://www.sybr.com/investor_media.htm Synergy's director Bill Rancic will headline the presentation together with the Company's CEO Mair Faibish. The Company expects to announce record Revenues and operating margins for FY 2007 and further expects record profits for PHS group as well as operating profit for Synergy Brands in Fiscal 2007. Forward looking statements: This press release and Company review and assumptions made regarding the financial figures and other information, referenced and presented, state and reflect assumptions, expectations, projections, intentions and/or beliefs about past and future events that are intended as "forward-looking statements" under the Private Securities Litigation Reform Act of 1994. You can identify these statements by the fact that they do not relate to historical or current facts. They use words such as "anticipate", "estimate", "project", "forecast", "may", "will", "should", "expect", "assume", "believe" and other derivations thereof and other words of similar meaning. In particular these include, but are not limited to, statements reflecting the projected business activities and goals, revenues, earnings, non-GAAP measures of operations, profit and loss of the Company and associated costs. Any or all of the Company's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks or uncertainties. For a description of many of these risks and uncertainties, please refer to the Company's filings with the U.S. Securities & Exchange Commission (ww.sec.gov) including Forms 10K, 8-K and 10Q. Contact: Beverly Jedynak Martin E. Janis & Company, Inc. 312-943-1100 ext. 12 bjedynak@janispr.com -----END PRIVACY-ENHANCED MESSAGE-----