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 15, 2004
ABLE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-15035 22-3520840
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
198 Greenpond Road, Rockaway, New Jersey 07866
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (973) 625-1012
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On December 15, 2004, Timothy Harrington, Chief Executive officer of Able
Energy, Inc. (the "Company"), sold an aggregate of 1,007,300 shares of the
Company's common stock to All American Plazas, Inc. ("All American"). The
purchase price for the sale was $7,500,000, of which $2,750,000 was paid in cash
and All American issued promissory notes in the aggregate principal amount of
$4,750,000 to Mr. Harrington. For the first 12 months, only interest is payable
to Mr. Harrington. Thereafter, principal and interest shall be payable on a
monthly basis. In the event All American and Able were to enter into any
transaction pursuant to which the promissory notes become an obligation of the
Company and the Company enters into a material financing transaction, the notes
will become immediately due and payable. There are currently no plans,
arrangements or agreements for the notes to become obligations of the Company.
$3,000,000 of the notes are secured by the personal guarantee of a family member
of the trust which owns a majority of the stock of All American (the
"Guarantee"), and by a security interest in certain assets of All American (the
"All American Security"). All of the notes are secured by a pledge of the
1,007,300 shares of the Company's common stock (the "Pledge"). Upon the issuance
of surety bonds guaranteeing the payment of the $3,000,000 of notes, the
Guarantee and the All American Security will terminate and the Pledge, by its
terms, will cover only the $1,750,000 note which is not covered by a surety
bond. All American acquired approximately 50.03% of the total outstanding number
of shares of common stock of the Company and the 1,007,300 shares represent All
American's entire beneficial holdings in the Company. All American financed the
acquisition through its cash flow, with the assistance of its fuel supplier,
TransMontaigne Product Services, Inc., that extended its credit line to All
American.
No arrangement or understandings were made in connection with respect to
the election of directors or other matters, although the parties anticipate they
will discuss such matters in the future.
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.
ABLE ENERGY, INC.
Date: December 21, 2004 /s/ Christopher Westad
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Christopher Westad
President and Chief Financial Officer