SC 13D/A 1 y15103sc13dza.txt AMENDMENT NO. 27 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 27)(1) Synergy Brands, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 87159E402 -------------------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2005 ------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 pages ---------- (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). CUSIP NO. 87159E402 13D PAGE 2 of 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF-OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 731,432 ----------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 481,474 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 731,432 WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 481,474 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,212,906 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN-IA-OO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 INTRODUCTION This constitutes Amendment No. 27 (the "Amendment") to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III ("Mr. Miller"), dated September 26, 2001, as amended (the "Statement"), relating to the common stock, par value $0.001 per share (the "Shares") of Synergy Brands Inc., a Delaware corporation (the "Company"). The Company has its principal executive offices at 1175 Walt Whitman Rd., Melville, NY 11747. The purpose of this Amendment is to report that since the filing of Amendment No.26 to the Statement, dated August 23, 2005, a material change occurred in the percentage of Shares beneficially owned by Mr. Miller, solely as a result of a change in the aggregate number of outstanding Shares. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Statement is hereby amended and restated in its entirety as follows: "(a) Mr. Miller beneficially owns 1,212,906 Shares which is 28.1% of the 4,314,036 outstanding Shares. Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the 4,314,036 outstanding Shares is the sum of the following amounts: (i) 4,262,786 outstanding Shares as of November 14, 2005 pursuant to the Company's Schedule 10Q filed on November 14, 2005 for the period ending September 30, 2005 and (ii) 51,250 Shares which Mr. Miller may be deemed to beneficially own upon the exercise of certain immediately exercisable warrants Mr. Miller beneficially owns. As of the date hereof, 435,522 of such beneficially owned Shares are owned of record by Trust A-4 (including warrants to purchase 31,250 Shares); 15,952 of such beneficially owned Shares are owned of record by Trust C; 441,000 of such beneficially owned Shares are owned of record by Milfam I L.P. (including warrants to purchase 15,000 Shares); 45,900 of such beneficially owned Shares are owned of record by Milfam II L.P.; 244,532 of such beneficially owned Shares are owned of record by Mr. Miller directly (including warrants to purchase 5,000 Shares); 15,000 of such beneficially owned Shares are owned of record by Trust A-2; and 15,000 of such beneficially owned Shares are owned of record by Trust A-3. (b) Mr. Miller has or may be deemed to have shared voting power and shared dispositive power for all such shares held of record by the Trust A-4, Trust C, Trust A-2 and Trust A-3. Mr. Miller has or may be deemed to have sole voting power and sole dispositive power for all such shares held of record by Milfam I L.P., Milfam II L.P. and Mr. Miller directly. Page 4 of 5 (c) The table below details the transactions that were effected during the past 60 Days.

MILFAM I L.P. DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE ------------------- -------------------------- --------------- November 14, 2005 18,000 *

LLOYD I. MILLER, III DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE ------------------- -------------------------- --------------- November 23, 2005 3,750 **

* These shares (the "November 2005 Shares") were beneficially acquired by Mr. Miller pursuant to Section 14(b) of the subscription agreement dated as of November 1, 2004 between the Company and Milfam I L.P., (the "Agreement"). The Agreement was filed as Exhibit 100.2 to Mr. Miller's Amendment No. 21 to the Statement and is hereby incorporated by reference. No additional consideration was paid by Mr. Miller for the November 2005 Shares. ** On November 23, 2005 the Issuer granted to the reporting person the reported securities as its share of the director fees for the fourth quarter of 2005, awarded to all members of the issuer's board of directors. No additional consideration for the reported securities was paid by the reporting person. (d) Persons other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from, the sale of the reported securities. (e) Not applicable." Page 5 of 5 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. Dated: November 29, 2005 /s/ Lloyd I. Miller, III -------------------------------- Lloyd I. Miller, III