-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QnUZ1uiBgovBg8X62cYt4AsetWYwbeL6XwnHj9DWiy/0oYMsV9+IjIv44H37gSig fSkG6jcK2+HYPCodbAFGCA== 0001188112-05-001497.txt : 20050815 0001188112-05-001497.hdr.sgml : 20050815 20050815172445 ACCESSION NUMBER: 0001188112-05-001497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABLE ENERGY INC CENTRAL INDEX KEY: 0001065728 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 223520840 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15035 FILM NUMBER: 051028167 BUSINESS ADDRESS: STREET 1: 344 ROUTE 46 CITY: ROCKAWAY STATE: NJ ZIP: 07866 BUSINESS PHONE: 9736251012 MAIL ADDRESS: STREET 1: 344 ROUTE 46 CITY: ROCKWAY STATE: NJ ZIP: 07866 8-K 1 t8k-7346.txt 8-K 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) JULY 27, 2005 ABLE ENERGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 001-15035 22-3520840 - -------------------------------------------------------------------------------- (States or Other Jurisdiction (Commission file Number) (IRS Employer of Incorporation) Identification No.) 198 GREEN POND ROAD, ROCKAWAY, NJ 07866 ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrants' telephone number, including area code (973) 625-1012 -------------- 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2) [ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 27, 2005, Able Energy, Inc. ("Able") made a loan in the amount of $1,730,000 (the "Loan") to All American Plazas, Inc. ("All American"), and All American executed and delivered a Promissory Note for the full amount of the Loan in favor of Able. Under the terms of the Promissory Note, the outstanding principal of the Loan bears interest at the rate of 3.5% per annum. All payments of principal and accrued interest are payable sixty days after the date of the Promissory Note, although All American may extend the repayment for an additional thirty days upon written request. The Promissory Note is secured by a lien on 1,000,000 shares of Able common stock owned by All American, on which 1,000,000 shares there exists a prior lien held by Timothy Harrington, Able's former Chief Executive Officer. All American currently owns approximately 41.1% of the outstanding shares of Able common stock. In addition, Gregory D. Frost, a current director and General Counsel of Able, formerly served as a director and General Counsel of All American until his resignation on March 31, 2005. As previously disclosed in Able's Current Report on Form 8-K filed on June 16, 2005, Able entered into a Stock Purchase Agreement on that date with all of the shareholders of All American in connection with the acquisition of All American by Able. Able anticipates that the acquisition will be consummated in August 2005 upon receipt of the required approval of Able's shareholders. ITEM 8.01 OTHER EVENTS. Able Energy, Inc. ("Able") has entered into an assignment agreement with TruckStops Direct (TSD) wherein TSD has assigned to Able all of its rights in an executed letter of intent with GSN Interstate Truck Stop Network Inc. (GSN). TSD, an affiliate of All American Plazas, Inc, has entered into this agreement on Able's behalf. This letter of intent provides that the purchaser would obtain the right to acquire the stock of GSN in exchange for $2 million dollars in cash and stock. GSN Interstate Truck stops, located in Janesville, Wisconsin consists of 160 locations that should complement Able's existing business. It should be noted that TSD operates a similar business to that of GSN with 150 independent truck plazas. Able would convert under this joint venture arrangement most, if not all, independent truck plaza locations into additional distribution outlets for its home heating oil business utilizing its PriceEnergy software platform. Closing on this acquisition is expected to occur in October 2005. A press release is attached as exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Press release of Able Energy, Inc., dated August 15, 2005. 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 on this 15th day of August, 2005. ABLE ENERGY, INC. By: /s/ Christopher P. Westad ----------------------------------- Name: Christopher P. Westad Title: President and Interim Chief Executive Officer EX-99.1 2 tex99_1-7346.txt EX-99.1 EXHIBIT 99.1 ABLE ENERGY, INC. PRESS RELEASE NASDAQ COMMON STOCK SYMBOL: ABLE BOSTON STOCK EXCHANGE SYMBOL: AEI FOR IMMEDIATE RELEASE ABLE ENERGY, INC., FILES FORM 8K-ANNOUNCING INTENT TO ACQUIRE GSN INTERSTATE TRUCK STOP NETWORK, INC. Rockaway, New Jersey (August 15, 2005) - Able Energy, Inc. ("Able") (NASDAQ:"ABLE") announced today that it has filed Form 8-K with the Securities and Exchange Commission stating that it has entered into an assignment agreement with TruckStops Direct (TSD) wherein TSD has assigned to the Company all of its rights in an executed letter of intent with GSN Interstate Truck Stop Network Inc. (GSN). This agreement was entered into on the company's behalf by Truck Stops Direct, an affiliate of All American Plazas, Inc. The company proposes to purchase GSN for a price of $2 million dollars. GSN Interstate Truck stops, located in Janesville, Wisconsin consists of 160 locations that should complement the company's business. It should be noted that TruckStops Direct, an affiliate of All American Plazas, operates a similar business as GSN with 150 independent truck plazas. Closing on this acquisition is expected to be within 60 days of the date of this release. Commenting on this acquisition, Christopher Westad, Able Energy's President and CEO, stated, "Able Energy is looking forward to growing our business through this acquisition. The business platforms of both GSN Interstate and Truck Stops Direct are complimentary to the workings of PriceEnergy.com. By way of a special fuels purchase agreement that All American Plazas and Able Energy currently have, we should be able to substantially increase our fuel distribution and dealer network to grow our business into additional geographic areas." Able is a holding company for five operating subsidiaries, which are engaged in the retail distribution of, and the provision of services relating to home heating oil, diesel fuel, gasoline, kerosene, and in addition, Able provides complete HVAC installation and repair. Able's common stock is traded on the Nasdaq SmallCap Market under the symbol "ABLE" and on the Boston Stock Exchange under the symbol "AEI". For information contact Christopher P. Westad, President (973) 625-1012 -----END PRIVACY-ENHANCED MESSAGE-----