SYNERGY BRANDS INC
8-K, 2000-12-18
GROCERIES, GENERAL LINE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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):
                                December 12, 2000


                               SYNERGY BRANDS INC.
             (Exact name of registrant as specified in its charter)


   DELAWARE                         0-19409            22-2993066
(State or Other                   (Commission        (IRS Employer
jurisdiction of                   File Number)       Identification No.)
incorporation)


                     40 Underhill Blvd., 11791 Syosset, N.Y.
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (516)682-1980



<PAGE>


                           FORWARD LOOKING STATEMENTS

     Certain statements in this Form 8-K, including  statements  prefaced by the
words  "anticipates",  "estimates",  "believes",  "expects"  or words of similar
meaning,  constitute  "forward-looking  statements"  within  the  meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause the actual  results,  performance or achievements of the Company
to be materially different from any future results,  performance or achievements
expressed or implied by such forward-looking statements.


ITEM 5.   OTHER EVENTS.

     On December 12, 2000,  the  Registrant  ("SYBR")  entered into an agreement
with one of the largest  U.S.  based media  bartering  companies to transfer $15
million of its radio and television advertising and promotional support provided
by  Sinclair  Broadcast  Group,  Inc.  ("SBGI")for  cash and trade  credits.  In
addition SYBR entered into an agreement  with SBGI which modifies their original
agreement of November  1999, and provides for SBGI to exchange its 50% ownership
interest in BeautyBuys.com,  Inc.  ("BeautyBuys"),  a subsidiary of SYBR, for an
increased  equity  interest  in SYBR  to 3.2  million  shares  and  options.  In
addition,  BeautyBuys  will relieve SBGI of its obligation to provide $8 million
(of the $15 million) of its media inventory.

     As a result of the exchange,  BeautyBuys  again will become a  wholly-owned
subsidiary  of SYBR.  Further,  SBGI will  relinquish  its seats on  BeautyBuy's
board.



<PAGE>



                                    SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                                    SYNERGY BRANDS, INC.


                                                    By: /s/ Mitchell Gerstein
                                                    ----------------------------
                                                    Name: Mitchell Gerstein
                                                    Title: Secretary



Date: December 18, 2000










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