<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
SYNERGISTIC HOLDINGS CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
87159N105
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(CUSIP Number)
Robert Cohen, O.D.
1500 Hempstead Turnpike
East Meadow, NY 11554
516-390-2204
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1997
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) 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 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).
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Page 2 of 10
CUSIP No. 87159N105 SCHEDULE 13D
---------
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Meadows Management, LLC
I.R.S. Identification No. 11-3368291
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [X]
b) |_|
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization New York
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Number of Shares 7) Sole Voting Power 1,250,000 shares
Beneficially Owned
By Each Reporting
Person With
---------------------------------------------------
8) Shared Voting Power ---
---------------------------------------------------
9) Sole Dispositive Power 1,250,000 shares
---------------------------------------------------
10) Shared Dispositive Power ---
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11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11) 10%
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14) Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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Page 3 of 10
CUSIP No. 87159N105 SCHEDULE 13D
---------
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Robert Cohen, O.D.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [X]
b) |_|
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3) SEC Use Only
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4) Source of Funds (See Instructions)
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5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization United States
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Number of Shares 7) Sole Voting Power ---
Beneficially Owned
By Each Reporting
Person With
---------------------------------------------------
8) Shared Voting Power 1,250,000 shares
---------------------------------------------------
9) Sole Dispositive Power ---
---------------------------------------------------
10) Shared Dispositive Power 1,250,000 shares
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11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11) 10%
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14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Page 4 of 10
CUSIP No. 87159N105 SCHEDULE 13D
---------
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Alan Cohen, O.D.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [X]
b) |_|
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3) SEC Use Only
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4) Source of Funds (See Instructions)
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5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization United States
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Number of Shares 7) Sole Voting Power ---
Beneficially Owned
By Each Reporting
Person With
---------------------------------------------------
8) Shared Voting Power 1,250,000 shares
---------------------------------------------------
9) Sole Dispositive Power ---
---------------------------------------------------
10) Shared Dispositive Power 1,250,000 shares
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11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11) 10%
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14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Page 5 of 10
CUSIP No. 87159N105 SCHEDULE 13D
---------
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Guardian Angel Management, Ltd.
I.R.S. Identification No. 11-3381661
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [X]
b) |_|
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization New York
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Number of Shares 7) Sole Voting Power 1,250,000 shares
Beneficially Owned
By Each Reporting
Person With
---------------------------------------------------
8) Shared Voting Power ---
---------------------------------------------------
9) Sole Dispositive Power 1,250,000 shares
---------------------------------------------------
10) Shared Dispositive Power ---
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11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11) 10%
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14) Type of Reporting Person (See Instructions) CO
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<PAGE>
Page 6 of 10
CUSIP No. 87159N105 SCHEDULE 13D
---------
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Jonathan Pratt
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [X]
b) |_|
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3) SEC Use Only
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4) Source of Funds (See Instructions)
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5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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6) Citizenship or Place of Organization United States
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Number of Shares 7) Sole Voting Power 1,250,000 shares
Beneficially Owned
By Each Reporting
Person With
---------------------------------------------------
8) Shared Voting Power ---
---------------------------------------------------
9) Sole Dispositive Power 1,250,000 shares
---------------------------------------------------
10) Shared Dispositive Power ---
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11) Aggregate Amount Beneficially Owned By Each Reporting Person
1,250,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13) Percent of Class Represented by Amount in Row (11) 10%
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14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Page 7 of 10
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Preferred Stock (Series C), $0.01 par
value per share, (the "Series C Preferred Stock") issued by Synergistic Holdings
Corp. ("Synergistic Holdings" or the "Issuer") which is convertible into shares
of common stock, $0.01 par value per share, of the Issuer (the "Common Stock").
The Issuer's principal executive offices are located at 50 Laser Court,
Hauppauge, New York, 11788.
ITEM 2. IDENTITY AND BACKGROUND.
Meadows Management, LLC ("Meadows Management"), a New York limited
liability company, provides management consulting services. Meadows Management
maintains its principal office and its principal business operations at 1500
Hempstead Turnpike, East Meadow, New York, 11554. During the last five years,
Meadows Management has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Dr. Robert Cohen is a managing member of Meadows Management. Dr. Cohen
serves as Chairman of the Board of Directors of Sterling Vision, Inc. His
principal office is located at 1500 Hempstead Turnpike, East Meadow, New York,
11554. Dr. Robert Cohen is presently engaged in the retail and wholesale optical
business. He also serves as President and a director of Cohen Fashion Optical,
Inc., which currently maintains its principal office at 1500 Hempstead Turnpike,
East Meadow, New York, 11554. During the last five years Dr. Cohen has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws. Dr. Robert Cohen is a United
States citizen.
Dr. Alan Cohen is a managing member of Meadows Management. Dr. Cohen
serves as Vice-Chairman of the Board of Directors of Sterling Vision, Inc. His
principal office is located at 1500 Hempstead Turnpike, East Meadow, New York,
11554. Dr. Alan Cohen is presently engaged in the retail and wholesale optical
business. He also serves as a director and officer of Cohen Fashion Optical,
Inc., which currently maintains its principal office at 1500 Hempstead Turnpike,
East Meadow, New York, 11554. During the last five years Dr. Cohen has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws. Dr. Alan Cohen is a United
States citizen.
Guardian Angel Management, Ltd. ("Guardian Angel Management"), a New
York corporation, provides management consulting services. Guardian Angel
Management maintains its principal office and its principal business operations
at 147 Redpoll Circle, North Hills, New York, 11577. During the last five years,
Guardian Angel Management has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), and has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment,
<PAGE>
Page 8 of 10
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Mr. Jonathan Pratt is the President, Chief Executive Officer, sole
shareholder and director of Guardian Angel Management. His principal occupation
is that of a management consultant. Mr. Pratt's principal office is located at
147 Redpoll Circle, North Hills, New York, 11577. During the last five years,
Mr. Pratt has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws. Mr. Pratt is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
To effect the purchase of 25,000 shares of the Series C Preferred
Stock, Meadows Management utilized $25,000.00 of its working capital. Guardian
Angel Management subsequently utilized $12,500 of its working capital to
purchase 12,500 shares of Series C Preferred Stock from Meadows Management for
$12,500.
ITEM 4. PURPOSE OF TRANSACTION
For investment purposes, on June 2, 1997, Meadows Management entered
into a Subscription Agreement (the "Subscription Agreement") with Synergistic
Holdings pursuant to which Meadows Management paid Synergistic Holdings
$25,000.00 in exchange for 25,000 shares of the Series C Preferred Stock.
Meadows Management subsequently sold 12,500 shares of the Series C Preferred
Stock to Guardian Angel Management for $12,500.
Meadows Management and Guardian Angel Management, as holders of the
Series C Preferred Stock, are entitled to convert, at any time, whole shares of
Series C Preferred Stock into shares of the Common Stock as follows: each
outstanding share of Series C Preferred Stock is convertible into one hundred
(100) fully-paid and non-assessable shares of Common Stock at a conversion price
of $0.10 per share of Common Stock. In addition, Meadows Management and Guardian
Angel Management, as holders of the Series C Preferred Stock, are also entitled
to vote with holders of the Common Stock on all matters to be voted on by the
Issuer's shareholders with each share of Series C Preferred Stock entitled to
one hundred votes per share. At the next annual meeting of shareholders for
Synergistic Holdings Corp., Meadows Management and Guardian Angel Management
intend to vote together on any matters presented for a vote at the meeting.
Pursuant to the Subscription Agreement, Synergistic Holdings has agreed
to amend its Certificate of Incorporation to increase the number of shares of
the Common Stock, which it is authorized to issue to have available a sufficient
number of authorized shares of the Common Stock to issue upon conversion of the
Series C Preferred Stock. Synergistic Holdings has further agreed that in the
event that such amendment has not been approved of by the Issuer's Board of
Directors and shareholders by December 31, 1997, Synergistic Holdings will pay
Meadows Management $1,000,000.
<PAGE>
Page 9 of 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
(a) and (b):
Percent Sole Voting Shared Voting Sole Disposition Shared
of Class Power Power Power Disposition
Power
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Meadows Management 10% 1,250,000(1) --- 1,250,000(1) ---
Dr. Robert Cohen 10% --- 1,250,000(2) --- 1,250,000(2)
Dr. Alan Cohen 10% --- 1,250,000(3) --- 1,250,000(3)
Guardian Angel Management 10% 1,250,000(4) --- 1,250,000(4) ___
Mr. Jonathan Pratt 10% 1,250,000(5) --- 1,250,000(5) ___
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)Represents shares of Common Stock to be acquired upon the conversion
of 12,500 shares of Series C Preferred Stock owned by Meadows Management.
See Item 4.
(2)Dr. Robert Cohen is a managing member of Meadows Management. Dr. Cohen
disclaims beneficial ownership of such shares.
(3)Dr. Alan Cohen is a managing member of Meadows Management. Dr. Cohen
disclaims beneficial ownership of such shares.
(4)Represents shares of Common Stock to be acquired upon the conversion
of 12,500 shares of Series C Preferred Stock owned by Guardian Angel
Management. See Item 4.
(5)Mr. Pratt is the sole shareholder and director of Guardian Angel
Management. Mr. Pratt disclaims beneficial ownership of such shares.
(c) No transaction in the Issuer's securities by any of the referenced
persons have been effected during the past sixty (60) days.
(d) None of the referenced persons know of any person who has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common Sock set forth above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Certificate of Designation
Exhibit B - Subscription Agreement, dated June 2, 1997, between
Synergistic Holdings Corp. and Meadows Management, LLC
Exhibit C - Partial Assignment and Assumption of Subscription Rights,
dated June 2, 1997, between Meadows Management, LLC and Guardian Angel
Management, LTD
Exhibit D - Joint Filing Agreement between Guardian Angel Management,
LTD, Meadows Management, LLC, Robert Cohen, O.D., Alan Cohen, O.D., and Jonathan
Pratt
<PAGE>
Page 10 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
------------------ MEADOWS MANAGEMENT, LLC
Date
By: /s/ Robert Cohen
--------------------------------
Name: Robert Cohen, O.D.
Title: Managing Member
GUARDIAN ANGEL MANAGEMENT, LTD
By: /s/ Jonathan Pratt
--------------------------------
Name: Jonathan Pratt
Title: President and CEO
/s/ Robert Cohen
--------------------------------
Robert Cohen, O.D.
/s/ Alan Cohen
--------------------------------
Alan Cohen, O.D.
/s/ Jonathan Pratt
--------------------------------
Jonathan Pratt
<PAGE>
Exhibit "A"
CERTIFICATE OF DESIGNATION OF
PREFERRED STOCK
OF
SYNERGISTIC HOLDINGS CORP.
Synergistic Holdings Corp. (the "Company"), a corporation organized and
existing under the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
that, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Company, and pursuant to the provisions of
Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors,
adopted a resolution providing for the issuance of a series of shares of Series
C Preferred Stock, which resolution is as follows:
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Company in accordance with the provisions of its Certificate of
Incorporation, a series of Preferred Stock of the Company be and hereby is
created, such series of Preferred Stock to be designated Series C Preferred
Stock, to consist of shares of the par value of $.01 per share, and shall
possess the rights and preferences set forth below:
Section 1. Designation and Amount. The shares of such series shall have a
par value of $.01 per share and shall be designated as Preferred Stock (Series
C) (the "Series C Preferred Stock") and the number of shares constituting the
Series C Preferred Stock shall be Twenty Five Thousand (25,000). The Series C
Preferred Stock shall be issued for and shall be deemed to have an original
issue price per share of $1.00 per share.
Section 2. Rank. The Series C Preferred Stock shall rank: (i) prior to all
of the Company's common stock, $.01 par value per share (the "Common Shares");
(ii) prior to any class or series of capital stock of the Company hereafter
created not specifically ranking by its terms senior to or on parity with any
Preferred Stock of whatever subdivision (collectively, with the Common Shares,
"Junior Securities"); and (iii) on parity with any class or series of capital
stock of the Company hereafter created specifically ranking by its terms on
parity with the Series C Preferred Stock ("Parity Securities") in each case as
to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").
Section 3. Dividends. The Series C Preferred Stock will not bear dividends.
<PAGE>
Section 4. Liquidation Preference.
----------------------
(a) In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, the holders of Series C Preferred
Stock (the "Holders") shall be entitled to receive, prior in preference to any
distribution to Junior Securities but in parity with any distribution to Parity
Securities, an amount per share equal to the original preferred stock issue
price. If upon the occurrence of such event, and after payment in full of the
preferential amounts with respect to the Senior Securities, the assets and funds
available to be distributed among the Holders of the Series C Preferred Stock
and Parity Securities shall be insufficient to permit the payment to such
Holders of the full preferential amounts due to the Holders of the Series C
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Company legally available for distribution shall be distributed
among the Holders of the Series C Preferred Stock and the Parity Securities, pro
rata, based on the respective liquidation amounts to which each such series of
stock is entitled by the Company's Certificate of Incorporation and any
certificate(s) of designation relating thereto.
(b) Upon the completion of the distribution required by Section 4(a), if
assets remain in this Company, they shall be distributed to holders of Junior
Securities in accordance with the Company's Certificate of Incorporation
including any duly adopted certificate(s) of designation.
(c) At each Holder's option, a sale, conveyance or disposition of all or
substantially all the assets of the Company to a private entity, the common
stock of which is not publicly traded, shall be deemed to be a liquidation,
dissolution or winding up within the meaning of this Section 4; provided,
however, that an event described in the prior clause that the Holder does not
elect to treat as a liquidation and a consolidation, merger, acquisition, or
other business combination of the Company with or into any other company or
companies shall not be treated as a liquidation, dissolution or winding up
within the meaning of this Section 4 (a Holder who elects to have the
transaction treated as a liquidation is herein referred to as a "Liquidating
Holder").
(d) Prior to the closing of a transaction described in Section 4(c) which
would constitute a liquidation event, the Company shall either (i) make all cash
distributions it is required to make to the Liquidating Holders pursuant to the
first sentence of Section 4(a), (ii) set aside sufficient funds from which the
cash distributions required to be made to the Liquidating Holders can be made,
or (iii) establish an escrow or other similar arrangement with a third party
pursuant to which the proceeds payable to the Company from a sale of all or
substantially all the assets of the Company will be used to make the liquidating
payments to the Liquidating Holders immediately after the consummation of such
sale. In the event that the Company has not fully complied with either of the
foregoing alternatives, the Company shall either: (x) cause such closing to be
postponed until such cash distributions have been made, or (y) cancel such
transaction, in which event the rights of the Holders or other arrangements
shall be the same as existing immediately prior to such proposed transaction.
Section 5. Conversion. The record Holders of the Series C Preferred Stock
shall have conversion rights as follows:
<PAGE>
(a) Right to Convert. Each record Holder of Series C Preferred Stock shall
be entitled to convert whole shares of Series C Preferred Stock into Common
Shares issuable upon conversion of the Series C Preferred Stock, as follows:
each outstanding share of Series C Preferred Stock is convertible at any time
into one hundred (100) fully-paid and non-assessable Common Shares of the
Company (the "Conversion Rate") at a price of $0.10 per Common Share (the
"Conversion Price").
(b) In addition to the method of payment set forth in Section 5(a) and in
lieu of any cash payment required thereunder, each record Holder of the Series C
Preferred Stock shall be entitled to convert whole shares of Series C Preferred
Stock into Common Shares issuable upon conversion of the Series C Preferred
Stock as follows: by the surrender of shares of Series C Preferred Stock in
exchange for the number of Common Shares equal to the product of (x) the number
of Common Shares as to which the Series C Preferred Stock is being tendered,
multiplied by (y) a fraction, the numerator of which is the Market Price (as
defined in Section 5(c) hereof) of the Common Shares minus the Conversion Price
of the Common Shares and the denominator of which is the Market Price per Common
Share. Solely for the purposes of this Section 5, Market Price shall be
calculated (i) on the date on which the Notice of Conversion (as defined herein)
is deemed to have been sent to the Company pursuant to Section 5(d) hereof
("Notice Date") or (ii) as the average of the Market Price for each of the five
trading days immediately preceding the Notice Date, whichever of (i) or (ii)
results in a greater Market Price.
(c) As used herein, the phrase "Market Price" of the Common Shares at any
date shall be deemed to be the closing asked price, or, in case no such closing
asked price is available, the average of the last reported closing asked prices
for the last three (3) trading days, in either case as officially reported by
the principal securities exchange on which the Common Shares are listed or
admitted to trading or by the Nasdaq National Market or the Nasdaq Small Cap, or
if the Common Shares are not listed or admitted to trading on any national
securities exchange or by the Nasdaq National Market or the Nasdaq Small Cap
Market, then Market Price shall mean the quotation provided by the OTC Bulletin
Board. If the Market Price of the Common Shares cannot be determined, the Market
Price of the Common Shares shall be determined in good faith (using customary
valuation methods) by resolution of the members of the Board of Directors of the
Company, based on the best information available to it.
(d) Mechanics of Conversion. In order to convert Series C Preferred Stock
into full Common Shares, the Holder shall (i) fax, on or prior to 6:00 p.m., New
York City time on the Date of Conversion, a copy of a fully executed notice of
conversion ("Notice of Conversion") to the Company at the office of the Company
or to the Company's designated transfer agent (the "Transfer Agent") for the
Series C Preferred Stock stating that the Holder elects to convert, which notice
shall specify the date of conversion and the number of shares of Series C
Preferred Stock to be converted, (ii) with respect to Section 5(a) surrender to
a common courier for either overnight or two-day delivery to the office of the
Company or the Transfer Agent a certified or bank cashier's check payable to the
order of the Company, in an amount equal to the product of the Conversion Price
and the number of Common Shares for which holder of the Series C Preferred Stock
is requesting, and (iii) surrender to a common courier for either overnight or
two (2) day delivery to the office of the Company or the Transfer Agent, the
original certificates
<PAGE>
representing the Series C Preferred Stock being converted, and with respect to
Section 5(a) the Series C Preferred Stock being tendered, (the "Series C
Preferred Stock Certificates"), duly endorsed for transfer, provided, however,
that the Company shall not be obligated to issue certificates evidencing the
Common Shares issuable upon such conversion unless the Series C Preferred Stock
Certificates are delivered to the Company or the Transfer Agent as provided
above, or the Holder notifies the Company or the Transfer Agent that such
certificates have been lost, stolen or destroyed (subject to the requirements of
subparagraph (i) below).
(i) Lost or Stolen Certificates. Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any Series C Preferred
Stock Certificates representing shares of Series C Preferred Stock, and (in the
case of loss, theft or destruction) of indemnity or security reasonably
satisfactory to the Company, and upon surrender and cancellation of the Series C
Preferred Stock Certificate(s), if mutilated, the Company shall execute and
deliver new Series C Preferred Stock Certificate(s) of like tenor and date.
However, the Company shall not be obligated to re-issue such
lost or stolen Series C Preferred Stock Certificates if Holder contemporaneously
requests the Company to convert such Series C Preferred Stock into Common
Shares.
(ii) Delivery of Common Shares Upon Conversion. The Company no later
than 6:00 p.m. (New York City time) on the third (3rd) business day after
payment of the Conversion Price, if applicable, and receipt by the Company or
its Transfer Agent of all necessary documentation duly executed and in proper
form required for conversion, including the original Series C Preferred Stock
Certificates to be converted or tendered (or after provision for security or
indemnification in the case of lost, stolen or destroyed certificates, if
required), shall issue and deliver to the Holder as shown on the stock records
of the Company a certificate for the number of Common Shares to which the Holder
shall be entitled as aforesaid.
(iii) No Fractional Shares. If any conversion of the Series C Preferred
Stock would create a fractional Common Share or a right to acquire a fractional
Common Share, such fractional share shall be disregarded and the number of
Common Shares issuable upon conversion, in the aggregate, shall be the next
higher number of shares.
(iv) Date of Conversion. The date on which conversion occurs (the "Date
of Conversion") shall be deemed to be the date such Notice of Conversion is
faxed to the Company or the Transfer Agent, as the case may be, provided an
advance copy of the Notice of Conversion is faxed to the Company on or prior to
6:00 p.m, New York City time, on the Date of Conversion. The original Series C
Preferred Stock Certificates representing the shares of Series C Preferred Stock
to be converted or tendered shall be surrendered by depositing such certificates
with a common courier for either overnight or two (2) day delivery, as soon as
possible following the Date of Conversion. The person or persons entitled to
receive the shares of Common Shares issuable upon such conversion shall be
treated for all purposes as the record Holder or Holders of such Common Shares
on the Date of Conversion.
<PAGE>
Section 7. Voting Rights. The Holders of the Series C Preferred Stock shall
be entitled to vote with holders of the Common Shares on all matters to be voted
on by the Company's shareholders with each share of Series C Preferred Stock
entitled to one hundred votes per share. Holders of the Series C Preferred Stock
shall be entitled to notice of all shareholders meetings or written consents
with respect to which they would be entitled to vote, which notice would be
provided pursuant to the Company's by-laws and applicable statutes.
To the extent that under Delaware Law the vote of the Holders of the Series
C Preferred Stock, voting separately as a class, is required to authorize a
given action of the Company, the affirmative vote or consent of the Holders of
at least a majority of the shares of the Series C Preferred Stock, represented
at a duly held meeting at which a quorum is present or by written consent of a
majority of the shares of Series C Preferred Stock (except as otherwise may be
required under Delaware Law) shall constitute the approval of such action by the
class. To the extent that under Delaware Law the Holders of the Series C
Preferred Stock are entitled to vote on a matter with holders of Common Shares,
voting together as one (1) class, each share of Series C Preferred Stock shall
be entitled to a number of votes equal to the number of Common Shares into which
it is then convertible using the record date for the taking of such vote of
stockholders as the date as of which the Conversion Rate is calculated. Holders
of the Series C Preferred Stock also shall be entitled to notice of all
shareholder meetings or written consents with respect to which they would be
entitled to vote, which notice would be provided pursuant to the Company's
by-laws and applicable statutes.
Section 8. Protective Provision. So long as shares of Series C Preferred
Stock are outstanding, the Company shall not without first obtaining the
approval (by vote or written consent, as provided by Delaware Law) of the
Holders of at least sixty-six and two-thirds percent (66 2/3%) of the then
outstanding Series C Preferred Stock, and at least sixty-six and two-thirds
percent (66 2/3%) of the then outstanding Holders:
(a) alter or change the rights, preferences or privileges of the Series C
Preferred Stock or any Senior Securities so as to affect adversely the Series C
Preferred Stock;
(b) create any new class or series of stock having a preference over the
Series C Preferred Stock or increase the size of the authorized number of Series
C Preferred Stock; or
(c) do any act or thing not authorized or contemplated by this Certificate
of Designation which would result in taxation of the holders of shares of the
Series C Preferred Stock under Section 305 of the Internal Revenue Code of 1986,
as amended (or any comparable provision of the Internal Revenue Code as
hereafter from time to time amended).
Section 9. Status of Converted Stock. In the event any Series C Preferred
Stock shall be converted or tendered pursuant to Section 5 hereof, the shares so
converted or tendered shall be canceled, shall return to the status of
authorized but unissued Preferred Shares of no designated series, and shall not
be issuable by the Company as Series C Preferred Stock.
<PAGE>
Section 10. Preference Rights. Nothing contained herein shall be construed
to prevent the Board of Directors of the Company from issuing one (1) or more
series of Series C Preferred Shares with liquidation preferences junior to or in
parity with liquidation preferences of the Series C Preferred Stock.
Signed on June 2, 1997
/s/ Salvatore Crimi
----------------------------------------
Salvatore Crimi, Chief Executive Officer
Attest:
/s/ Angelo Crimi
- -----------------------
Angelo Crimi, Secretary
<PAGE>
Exhibit "B"
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of the 2nd day of June, 1997, by and between Synergistic
Holdings Corp., a Delaware corporation (the "Company"), and Meadows Management,
LLC (the "Shareholders").
R E C I T A L S
- - - - - - - -
WHEREAS, the Shareholders are acquiring 25,000 shares of Series C
Preferred Stock par value $.01 per share of the Company (the "Convertible
Stock") at a price of $1.00 per share, pursuant to the terms at a subscription
agreement by and between the Company and the shareholders, dated as of June 2,
1997 (the "Agreement") which shares of Convertible Stock are convertible into
shares of common stock, par value $.01 per share of the Company (the "Shares")
at a conversion rate of one hundred Shares for each share of Convertible Stock.
The Shareholders of the Series C Preferred Stock shall be entitled to convert
whole shares of Series C Preferred Stock into shares of the Company's common
stock, $.01 par value per share, issuable upon conversion of the Series C
Preferred Stock, as follows: each outstanding share of Series C Preferred Stock
is convertible at any time into one hundred (100) fully-paid and non-assessable
Shares of the Company at a price of $.10 per common share.
WHEREAS, the Company desires to grant to the Shareholders certain
registration rights relating to the Shares and the Shareholder desires to obtain
such registration rights, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual premises,
representations, warranties and conditions set forth in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions and References. For purposes of this Agreement,
in addition to the definitions set forth above and elsewhere herein, the
following terms shall have the following meanings:
(a) The term "Commission" shall mean the Securities and
Exchange Commission and any successor agency.
(b) The terms "register", "registered" and
"registration" shall refer to a registration effected by
preparing and filing a registration statement or similar
<PAGE>
document in compliance with the 1933 Act (as herein defined)
and the declaration or ordering of effectiveness of such
registration statement or document.
(c) For purposes of this Agreement, the term
"Registrable Stock" shall mean (i) the Shares, (ii) any shares
of the common stock of the Company, par value $.01 per share
(the "Common Stock") issued as (or issuable upon the
conversion or exercise of any warrant, right, option or other
convertible security which is issued as) a dividend or other
distribution with respect to, or in exchange for, or in
replacement of, the Shares, and (iii) any Common Stock issued
by way of a stock split of the Shares. For purposes of this
Agreement, any Registrable Stock shall cease to be Registrable
Stock when (w) a registration statement covering such
Registrable Stock has been declared effective and such
Registrable Stock has been disposed of pursuant to such
effective registration statement, (x) such Registrable Stock
is sold pursuant to Rule 144 (or any similar provision then in
force) under the 1933 Act, (y) such Registrable Stock has been
otherwise transferred, no stop transfer order affecting such
stock is in effect and the Company has delivered new
certificates or other evidences of ownership for such
Registrable Stock not bearing any legend indicating that such
shares have not been registered under the 1933 Act, or (z)
such Registrable Stock is sold by a person in a transaction in
which the rights under the provisions of this Agreement are
not assigned.
(d) The term "Holder" shall mean the Shareholders or
any transferee or assignee thereof to whom the rights under
this Agreement are assigned in accordance with Section 10
hereof, provided that the Shareholders or such transferee or
assignee shall then own the Registrable Stock.
(e) The term "1933 Act" shall mean the Securities Act
of 1933, as amended.
(f) An "affiliate of such Holder" shall mean a person
who controls, is controlled by or is under common control with
such Holder, or the spouse or children (or a trust exclusively
for the benefit of the spouse and/or children) of such Holder,
or, in the case of a Holder that is a partnership, its
partners.
(g) The term "Person" shall mean an individual,
corporation, partnership, trust, limited liability company,
unincorporated organization or association or other entity,
including any governmental entity.
(h) The term "Requesting Holders" shall mean a Holder
or Holders of in the aggregate of at least a majority of the
Registrable Stock.
(i) References in this Agreement to any rules,
regulations or forms promulgated by the Commission shall
include rules, regulations and forms succeeding to the
functions thereof, whether or not bearing the same
designation.
<PAGE>
2. Demand Registration.
(a) Commencing at any time six months after the date
hereof and expiring five (5) years from the date hereof the
Holders representing a majority of Registrable Stock shall
have the right, exercisable by written notice to the Company,
to have the Company prepare and file with the Commission, a
registration statement and such other documents, including a
prospectus, as may be necessary in other opinion of both
counsel for the Company and counsel for the holders, in order
to comply with the provisions of the 1933 Act, so as to permit
a public offering and sale by such holders of the Registrable
Stock. In such event, the Company shall (x) within ten (10)
days thereafter notify in writing all other Holders of
Registrable Stock of such request, and (y) use its best
efforts to cause to be registered under the 1933 Act all
Registrable Stock that the Requesting Holders and such other
Holders have, within thirty (30) days after the Company has
given such notice, requested be registered. The Requesting
Holders shall be entitled to exercise their rights under this
Section 2(a) once and only once.
(b) If the Requesting Holders intend to distribute the
Registrable Stock covered by their request by means of an
underwritten offering, they shall so advise the Company as a
part of their request pursuant to Section 2(a) above, and the
Company shall include such information in the written notice
referred to in clause (x) of Section 2(a) above. In such
event, the Holder's right to include its Registrable Stock in
such registration shall be conditioned upon such Holder's
participation in such underwritten offering and the inclusion
of such Holder's Registrable Stock in the underwritten
offering to the extent provided in this Section 2. All Holders
proposing to distribute Registrable Stock through such
underwritten offering shall enter into an underwriting
agreement in customary form with the underwriter or
underwriters. Such underwriter or underwriters shall be
selected by a majority in interest of the Requesting Holders
and shall be approved by the Company, which approval shall not
be unreasonably withheld; provided, that all of the
representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such
Holders and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting
agreement shall be conditions precedent to the obligations of
such Holders; and provided further, that no Holder shall be
required to make any representations or warranties to or
agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such
Holder, the Registrable Stock of such Holder and such Holder's
intended method of distribution and any other representation
required by law or reasonably required by the underwriter.
(c) Notwithstanding any other provision of this Section
2 to the contrary, if the managing underwriter of an
underwritten offering of the Registrable Stock
<PAGE>
requested to be registered pursuant to this Section 2 advises
the Requesting Holders in writing that in its opinion
marketing factors require a limitation of the number of shares
to be underwritten, the Requesting Holders shall so advise all
Holders of Registrable Stock that would otherwise be
underwritten pursuant hereto, and the number of shares of
Registrable Stock that may be included in such underwritten
offering shall be allocated among all such Holders, including
the Requesting Holders, in proportion (as nearly as
practicable) to the amount of Registrable Stock requested to
be included in such registration by each Holder at the time of
filing the registration statement; provided, that in the event
of such limitation of the number of shares of Registrable
Stock to be underwritten, the Holders shall be entitled to an
additional demand registration pursuant to this Section 2. If
any Holder of Registrable Stock disapproves of the terms of
the underwriting, such Holder may elect to withdraw by written
notice to the Company, the managing underwriter and the
Requesting Holders. The securities so withdrawn shall also be
withdrawn from registration.
(d) The Company shall be obligated to effect and pay
for a total of only one (1) registration pursuant to this
Section 2, unless increased pursuant to Section 2(c) hereof;
provided, that a registration requested pursuant to this
Section 2 shall not be deemed to have been effected for
purposes of this Section 2(d), unless (i) it has been declared
effective by the Commission, (ii) the offering of Registrable
Stock pursuant to such registration is not subject to any stop
order, injunction or other order or requirement of the
Commission (other than any such action prompted by any act or
omission of the Holders), and (iii) no limitation of the
number of shares of Registrable Stock to be underwritten has
been required pursuant to Section 2(c) hereof.
3. Obligations of the Company. Whenever required under Section
2 to use its best efforts to effect the registration of any Registrable Stock,
the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission, not later
than ninety (90) days after receipt of a request to file a
registration statement with respect to such Registrable Stock,
a registration statement on any form for which the Company
then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of
such issue of Registrable Stock in accordance with the
intended method of distribution thereof, and use its best
efforts to cause such registration statement to become
effective as promptly as practicable thereafter; provided that
before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company will (i)
furnish to one counsel selected by the Requesting Holders
copies of all such documents proposed to be filed, and (ii)
notify each such Holder of any stop order issued or threatened
by the Commission and take all reasonable actions required to
prevent the entry of such stop order or to remove it if
entered;
<PAGE>
(b) prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a
period of not less than one hundred twenty (120) days or such
shorter period which will terminate when all Registrable Stock
covered by such registration statement has been sold (but not
before the expiration of the forty (40) or ninety (90) day
period referred to in Section 4(3) of the 1933 Act and Rule
174 thereunder, if applicable), and comply with the provisions
of the 1933 Act with respect to the disposition of all
securities covered by such registration statement during such
period in accordance with the intended methods of disposition
by the sellers thereof set forth in such registration
statement;
(c) furnish to each Holder and any underwriter of
Registrable Stock to be included in a registration statement
copies of such registration statement as filed and each
amendment and supplement thereto (in each case including all
exhibits thereto), the prospectus included in such
registration statement (including each preliminary prospectus)
and such other documents as such Holder may reasonably request
in order to facilitate the disposition of the Registrable
Stock owned by such Holder;
(d) use its best efforts to register or qualify such
Registrable Stock under such other securities or blue sky laws
of such jurisdictions as any selling Holder or any underwriter
of Registrable Stock reasonably requests, and do any and all
other acts which may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Stock owned by such Holder;
provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d)
hereof, (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to general service of process
in any such jurisdiction;
(e) use its best efforts to cause the Registrable Stock
covered by such registration statement to be registered with
or approved by such other governmental agencies or other
authorities as may be necessary by virtue of the business and
operations of the Company to enable the selling Holders
thereof to consummate the disposition of such Registrable
Stock;
(f) notify each selling Holder of such Registrable
Stock and any underwriter thereof, at any time when a
prospectus relating thereto is required to be delivered under
the 1933 Act (even if such time is after the period referred
to in Section 3(b)), of the happening of any event as a result
of which the prospectus included in such registration
statement contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein
or necessary to make the statements therein in light of the
circumstances being made not misleading, and prepare a
supplement or amendment to such prospectus so that,
<PAGE>
as thereafter delivered to the purchasers of such Registrable
Stock, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein
in light of the circumstances being made not misleading;
(g) make available for inspection by any selling
Holder, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such seller or
underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent corporate documents and
properties of the Company (collectively, the "Records"), and
cause the Company's officers, directors and employees to
supply all information reasonably requested by any such
Inspector, as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, in connection
with such registration statement. Records or other information
which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless
(i) the disclosure of such Records or other information is
necessary to avoid or correct a misstatement or omission in
the registration statement, or (ii) the release of such
Records or other information is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction. Each
selling Holder shall, upon learning that disclosure of such
Records or other information is sought in a court of competent
jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate
action to prevent disclosure of the Records or other
information deemed confidential;
(h) furnish, at the request of any Requesting Holder,
on the date that such shares of Registrable Stock are
delivered to the underwriters for sale pursuant to such
registration or, if such Registrable Stock is not being sold
through underwriters, on the date that the registration
statement with respect to such shares of Registrable Stock
becomes effective, (1) a signed opinion, dated such date, of
the legal counsel representing the Company for the purposes of
such registration, addressed to the underwriters, if any, and
if such Registrable Stock is not being sold through
underwriters, then to the Requesting Holders as to such
matters as such underwriters or the Requesting Holders, as the
case may be, may reasonably request and as would be customary
in such a transaction; and (2) a letter dated such date, from
the independent certified public accountants of the Company,
addressed to the underwriters, if any, and if such Registrable
Stock is not being sold through underwriters, then to the
Requesting Holders and, if such accountants refuse to deliver
such letter to such Holder, then to the Company (i) stating
that they are independent certified public accountants within
the meaning of the 1933 Act and that, in the opinion of such
accountants, the financial statements and other financial data
of the Company included in the registration statement or the
prospectus, or any amendment or supplement thereto, comply as
to form in all material respects with the applicable
accounting requirements of the 1933 Act, and (ii) covering
such other financial matters (including information as
<PAGE>
to the period ending not more than five (5) business days
prior to the date of such letter) with respect to the
registration in respect of which such letter is being given as
the Requesting Holders may reasonably request and as would be
customary in such a transaction;
(i) enter into customary agreements (including if the
method of distribution is by means of an underwriting, an
underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Stock to be so
included in the registration statement;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably
practicable, but not later than eighteen (18) months after the
effective date of the registration statement, an earnings
statement covering the period of at least twelve (12) months
beginning with the first full month after the effective date
of such registration statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the 1933 Act;
and
(k) use its best efforts to cause all such Registrable
Stock to be listed on the New York Stock Exchange and/or any
other securities exchange on which similar securities issued
by the Company are then listed, or traded on the National
Association of Securities Dealers Automated Quotations System,
if such listing or trading is then permitted under the rules
of such exchange or system, respectively.
The Company may require each selling Holder of Registrable
Stock as to which any registration is being effected to furnish to the Company
such information regarding the distribution of such Registrable Stock as the
Company may from time to time reasonably request in writing.
Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f)
hereof, such Holder will forthwith discontinue disposition of Registrable Stock
pursuant to the registration statement covering such Registrable Stock until
such Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(f) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies, other
than permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Stock current at the time of receipt of such notice.
In the event the Company shall give any such notice, the Company shall extend
the period during which such registration statement shall be maintained
effective pursuant to this Agreement (including the period referred to in
Section 3(b)) by the number of days during the period from and including the
date of the giving of such notice pursuant to Section 3(f) hereof to and
including the date when each selling Holder of Registrable Stock covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 3(f) hereof.
<PAGE>
4. Piggyback Registration. If, at any time on or before May 1,
2004 (the "Expiration Date"), the Company determines that it shall file a
registration statement under the 1933 Act (other than (i) a registration
statement on a Form S-4 or S-8 or filed in connection with an exchange offer, or
(ii) an offering of securities solely to the Company's existing stockholders on
any form that would also permit the registration of the Registrable Stock, the
Company shall promptly give each Holder written notice of such determination
setting forth the date on which the Company proposes to file such registration
statement, which date shall be no earlier than forty (40) days from the date of
such notice, and advising each Holder of its right to have Registrable Stock
included in such registration. Upon the written request of any Holder received
by the Company no later than twenty (20) days after the date of the Company's
notice, the Company shall use its best efforts to cause to be registered under
the 1933 Act all of the Registrable Stock that each such Holder has so requested
to be registered. If, in the written opinion of the managing underwriter or
underwriters (or, in the case of a non-underwritten offering, in the written
opinion of the placement agent, or if there is none, the Company), the total
amount of such securities to be so registered, including such Registrable Stock,
will exceed the maximum amount of the Company's securities which can be marketed
(i) at a price reasonably related to the then current market value of such
securities, or (ii) without otherwise materially and adversely affecting the
entire offering, then the amount of Registrable Stock to be offered for the
accounts of Holders shall be reduced pro rata to the extent necessary to reduce
the total amount of securities to be included in such offering to the
recommended amount; provided, that if securities are being offered for the
account of other Persons as well as the Company, such reduction shall not
represent a greater fraction of the number of securities intended to be offered
by Holders than the fraction of similar reductions imposed on such other Persons
other than the Company over the amount of securities they intended to offer.
5. Holdback Agreement - Restrictions on Public Sale by Holder.
----------------------------------------------------------
(a) To the extent not inconsistent with applicable law,
each Holder whose Registrable Stock is included in a
registration statement agrees not to effect any public sale or
distribution of the issue being registered or a similar
security of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 under the 1933 Act, during the
fourteen (14) days prior to, and during the ninety (90) day
period beginning on, the effective date of such registration
statement (except as part of the registration), if and to the
extent requested by the Company in the case of a
non-underwritten public offering or if and to the extent
requested by the managing underwriter or underwriters in the
case of an underwritten public offering.
(b) Restrictions on Public Sale by the Company and
Others. The Company agrees (i) not to effect any public sale
or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable
or exercisable for such securities, during the fourteen (14)
days prior to, and during the ninety (90) day period beginning
on, the effective date of any registration statement in which
Holders are participating (except as part of such
registration), if and to the extent requested by the Holders
in the case of a
<PAGE>
non-underwritten public offering or if and to the extent
requested by the managing underwriter or underwriters in the
case of an underwritten public offering; and (ii) that any
agreement entered into after the date of this Agreement
pursuant to which the Company issues or agrees to issue any
securities convertible into or exchangeable or exercisable for
such securities (other than pursuant to an effective
registration statement) shall contain a provision under which
holders of such securities agree not to effect any public sale
or distribution of any such securities during the periods
described in (i) above, in each case including a sale pursuant
to Rule 144 under the 1933 Act.
6. Expenses of Registration. All expenses incurred in
connection with each registration pursuant to Sections 2 and 4 of this
Agreement, excluding underwriters' discounts and commissions, but including,
without limitation, all registration, filing and qualification fees, word
processing, duplicating, printers' and accounting fees (including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance), exchange listing fees or National Association of
Securities Dealers fees, messenger and delivery expenses, all fees and expenses
of complying with securities or blue sky laws, fees and disbursements of counsel
for the Company, and the reasonable fees and disbursements of one (1) counsel
for the selling Holders shall be paid by the Company. The selling Holders shall
bear and pay the underwriting commissions and discounts applicable to the
Registrable Stock offered for their account in connection with any
registrations, filings and qualifications made pursuant to this Agreement.
7. Indemnification and Contribution.
(a) Indemnification by the Company. The Company agrees
to indemnify, to the full extent permitted by law, each
Holder, its officers, directors and agents and each Person who
controls such Holder (within the meaning of the 1933 Act)
against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus or
preliminary prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statement therein (in case of a
prospectus or preliminary prospectus, in the light of the
circumstances under which they were made) not misleading. The
Company will also indemnify any underwriters of the
Registrable Stock, their officers and directors and each
Person who controls such underwriters (within the meaning of
the 1933 Act) to the same extent as provided above with
respect to the indemnification of the selling Holders.
(b) Indemnification by Holders. In connection with any
registration statement in which a Holder is participating,
each such Holder will furnish to the Company in writing such
information with respect to such Holder as the Company
reasonably requests for use in connection with any such
registration statement or prospectus and agrees to indemnify,
to the extent permitted by law, the Company, its directors and
officers and each Person who controls the
<PAGE>
Company (within the meaning of the 1933 Act) against any
losses, claims, damages, liabilities and expenses resulting
from any untrue or alleged untrue statement of material fact
or any omission or alleged omission of a material fact
required to be stated in the registration statement,
prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or necessary to make the statements
therein (in the case of a prospectus or preliminary
prospectus, in the light of the circumstances under which they
were made) not misleading, to the extent, but only to the
extent, that such untrue statement or omission is contained in
any information with respect to such Holder so furnished in
writing by such Holder. Notwithstanding the foregoing, the
liability of each such Holder under this Section 7(b) shall be
limited to an amount equal to the initial public offering
price of the Registrable Stock sold by such Holder, unless
such liability arises out of or is based on willful misconduct
of such Holder.
(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder agrees to give prompt
written notice to the indemnifying party after the receipt by
such Person of any written notice of the commencement of any
action, suit, proceeding or investigation or threat thereof
made in writing for which such Person will claim
indemnification or contribution pursuant to this Agreement
and, unless in the reasonable judgment of such indemnified
party, a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to
such claim, permit the indemnifying party to assume the
defense of such claims with counsel reasonably satisfactory to
such indemnified party. Whether or not such defense is assumed
by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its
consent (but such consent will not be unreasonably withheld).
Failure by such Person to provide said notice to the
indemnifying party shall itself not create liability except to
the extent of any injury caused thereby. No indemnifying party
will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect
of such claim or litigation. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim,
it will not be obligated to pay the fees and expenses of more
than one (1) counsel with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any
other such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay
the fees and expenses of such additional counsel or counsels.
(d) Contribution. If for any reason the indemnity
provided for in this Section 7 is unavailable to, or is
insufficient to hold harmless, an indemnified party, then the
indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses,
claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits
<PAGE>
received by the indemnifying party on the one hand and the
indemnified party on the other, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable
law, or provides a lesser sum to the indemnified party than
the amount hereinafter calculated, in such proportion as is
appropriate to reflect not only the relative benefits received
by the indemnifying party on the one hand and the indemnified
party on the other but also the relative fault of the
indemnifying party and the indemnified party as well as any
other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission
to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or
indemnified parties; and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as
a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 7(c), any legal or
other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7 (d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.
If indemnification is available under this Section 7,
the indemnifying parties shall indemnify each indemnified
party to the full extent provided in Sections 7(a) and (b)
without regard to the relative fault of said indemnifying
party or indemnified party or any other equitable
consideration provided for in this Section 7.
8. Participation in Underwritten Registrations. No Holder may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's securities on the basis provided in any
underwriting arrangements approved by the Holders entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
9. Rule 144. The Company covenants that it will file the
reports required to be filed by it under the 1933 Act and the Securities
Exchange Act of 1934, as amended, and the rules and regulations adopted by the
Commission thereunder; and it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Stock without registration under the 1933 Act within
the
<PAGE>
limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.
10. Transfer of Registration Rights. The registration rights
of any Holder under this Agreement with respect to any Registerable Stock may be
transferred to any transferee of such Registrable Stock; provided that such
transfer may otherwise be effected in accordance with applicable securities
laws; provided further, that the transferring Holder shall give the Company
written notice at or prior to the time of such transfer stating the name and
address of the transferee and identifying the securities with respect to which
the rights under this Agreement are being transferred; provided further, that
such transferee shall agree in writing, in form and substance satisfactory to
the Company, to be bound as a Holder by the provisions of this Agreement; and
provided further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the 1933 Act. Except as set forth in this Section
10, no transfer of Registrable Stock shall cause such Registrable Stock to lose
such status.
11. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its
securities which is inconsistent with the rights granted to
the Holders in this Agreement.
(b) Remedies. Each Holder, in addition to being
entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance
of its rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agrees to waive (to the extent
permitted by law) the defense in any action for specific
performance that a remedy of law would be adequate.
(c) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written
consent of the Holders of at least a majority of the
Registrable Stock then outstanding affected by such amendment,
modification, supplement, waiver or departure.
(d) Successors and Assigns. Except as otherwise
expressly provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties hereto.
Nothing in this Agreement, express or implied, is intended to
confer upon any Person other than the parties hereto or their
respective successors and assigns any
<PAGE>
rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.
(e) Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the
State of New York applicable to contracts made and to be
performed wholly within that state, without regard to the
conflict of law rules thereof.
(f) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
(g) Headings. The headings in this Agreement are used
for convenience of reference only and are not to be considered
in construing or interpreting this Agreement.
(h) Notices. Any notice required or permitted under
this Agreement shall be given in writing and shall be
delivered in person or by telecopy or by overnight courier
guaranteeing no later than second business day delivery,
directed to (i) the Company at the address set forth below its
signature hereof or (ii) to a Holder at the address therefor
as set forth in the Company's records. Any party may change
its address for notice by giving ten (10) days advance written
notice to the other parties. Every notice or other
communication hereunder shall be deemed to have been duly
given or served on the date on which personally delivered, or
on the date actually received, if sent by telecopy or
overnight courier service, with receipt acknowledged.
(i) Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in
any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be
in any way impaired thereby, it being intended that all of the
rights and privileges of the Holders shall be enforceable to
the fullest extent permitted by law.
(j) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises,
warranties or undertakings other than those set forth or
referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect
to such subject matter.
<PAGE>
(k) Enforceability. This Agreement shall remain in full
force and effect notwithstanding any breach or purported
breach of, or relating to, the Purchase Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
SYNERGISTIC HOLDINGS CORP.
By: /s/ Salvatore Crimi
------------------------------------------------
Name: Salvatore Crimi
Title: Chairman and Chief Executive Officer
MEADOWS MANAGEMENT, LLC
By: /s/ Robert Cohen
------------------------------------------------
Name: Robert Cohen, O.D.
Title: Managing Member
<PAGE>
Exhibit "C"
PARTIAL ASSIGNMENT AND ASSUMPTION OF SUBSCRIPTION RIGHTS
KNOW THAT, MEADOWS MANAGEMENT, LLC, a New York liability company with an
address at 1500 Hempstead Turnpike, East Meadow, New York ("Assignor") in
consideration of Twelve Thousand Five Hundred and 00/100 ($12,500.00) Dollars
paid GUARDIAN ANGEL MANAGEMENT, LTD., a New York corporation with an address at
147 Red Poll Circle, North Hills, New York ("Assignee"), hereby assigns unto the
Assignee, its right, title and interest to acquire 12,500 shares of Series C
Preferred Stock (the "Stock") of Synergistic Holdings Corp., a Delaware
corporation (the "Company") pursuant to a certain Subscription Agreement dated
as of June 2, 1997 by and between the Company and Assignor (the "Subscription
Agreement").
The Assignee hereby specifically assume all obligations set forth in the
Subscription Agreement to the extent that such obligations apply to the Stock
and specifically makes all representations and warranties of Assignor to the
Company set forth in the Subscription Agreement as if the same were set forth
herein at length.
IN WITNESS WHEREOF, the Assignor and Assignee have duly executed this
Assignment as of June 2, 1997.
ASSIGNOR:
MEADOWS MANAGEMENT, LLC
By: /s/ Robert Cohen
----------------------------------
Robert Cohen, O.D.
ASSIGNEE:
GUARDIAN ANGEL MANAGEMENT, LTD.
By: /s/ Jonathan Pratt
----------------------------------
Jonathan Pratt, President
<PAGE>
Exhibit "D"
JOINT FILING AGREEMENT
This Joint Filing Agreement, made as of this 13th day of June 1997 by
and among Meadows Management, LLC, a New York limited liability company,
Guardian Angel Management, LTD, a New York corporation, Robert Cohen, an
individual, Alan Cohen, an individual and Jonathan Pratt, an individual.
Meadows Management, LLC, Guardian Angel Management, LTD, Robert Cohen,
Alan Cohen, and Jonathan Pratt each agree to file one statement on Schedule 13D
on behalf of each of them pursuant to Rule 13d-2(f) promulgated under the
Securities Exchange Act of 1934, as amended.
MEADOWS MANAGEMENT, LLC
By: /s/ Robert Cohen
------------------------------------
Name: Robert Cohen, O.D.
Title: Managing Member
GUARDIAN ANGEL MANAGEMENT, LTD
By: /s/ Jonathan Pratt
------------------------------------
Name: Jonathan Pratt
Title: President and CEO
/s/ Robert Cohen
------------------------------------
Robert Cohen, O.D.
/s/ Alan Cohen
------------------------------------
Alan Cohen, O.D.
/s/ Jonathan Pratt
------------------------------------
Jonathan Pratt
