SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMEEN
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Able Energy, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 2003
Rockaway, New Jersey
May 12, 2003
The Annual Meeting of Stockholders (the "Annual Meeting") of Able Energy,
Inc., a Delaware corporation (the "Company"), will be held at The Sagamore, 110
Sagamore Road, Bolton Landing, New York 12814 on Friday, May 30, 2003 at 1:30
p.m. (local time) for the following purposes:
1. To elect seven directors to the Corporation's Board of Directors, each to
hold office until his successor is elected and qualified or until his
earlier resignation or removal (Proposal No. 1);
2. To consider and act upon a proposal to ratify the Board of Directors'
selection of Simontacchi & Company, LLP as the Company's independent
auditors for the fiscal year ending June 30, 2003 (Proposal No. 2); and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement, which is attached and made a part
of this Notice.
The Board of Directors has fixed the close of business on April 29, 2003 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
/s/ TIMOTHY G. HARRINGTON
Timothy G. Harrington,
Secretary
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IMPORTANT
-------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY
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ABLE ENERGY, INC.
198 Green Pond Road
Rockaway, New Jersey 07866
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Able Energy, Inc., a Delaware
corporation (the "Company"), of proxies in the enclosed form for use in voting
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at The
Sagamore, 110 Sagamore Road, Bolton Landing, New York 12814 at 1:30 p.m. (local
time), and any adjournment or postponement thereof. Only holders of record of
the Company's common stock, $.001 par value per share (the "Common Stock"), on
April 29, 2003 (the "Record Date") will be entitled to vote at the Meeting. At
the close of business on the Record Date, the Company had outstanding 2,013,250
shares of Common Stock.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to its exercise. Any proxy given is revocable prior
to the Meeting by an instrument revoking it or by a duly executed proxy bearing
a later date delivered to the Secretary of the Company. Such proxy is also
revoked if the stockholder is present at the Meeting and elects to vote in
person.
The Company will bear the entire cost of preparing, assembling, printing
and mailing the proxy materials furnished by the Board of Directors to
stockholders. Copies of the proxy materials will be furnished to brokerage
houses, fiduciaries and custodians to be forwarded to the beneficial owners of
the Common Stock. In addition to the solicitation of proxies by use of the mail,
some of the officers, directors and regular employees of the Company may
(without additional compensation) solicit proxies by telephone or personal
interview, the costs of which the Company will bear.
This Proxy Statement and the accompanying form of proxy is being sent or
given to stockholders on or about May 14, 2003.
Stockholders of the Company's Common Stock are entitled to one vote for
each share held. Such shares may not be voted cumulatively.
Each validly returned proxy (including proxies for which no specific
instruction is given) which is not revoked will be voted "FOR" each of the
proposals as described in this Proxy Statement and, at the proxy holders'
discretion, on such other matters, if any, which may come before the Meeting
(including any proposal to adjourn the Meeting).
Determination of whether a matter specified in the Notice of Annual Meeting
of Stockholders has been approved will be determined as follows. Those persons
will be elected directors who receive a plurality of the votes cast at the
Meeting in person or by proxy and entitled to vote on the election. Accordingly,
abstentions or directions to withhold authority will have no effect on the
outcome of the vote. For each other matter specified in the Notice of Annual
Meeting of Stockholders, the affirmative vote of a majority of the shares of
Common Stock present at the Meeting in person or by proxy and entitled to vote
on such matter is required for approval. Abstentions will be considered shares
present in person or by proxy and entitled to vote and, therefore, will have the
effect of a vote against the matter. Broker non-votes will be considered shares
not present for this purpose and will have no effect on the outcome of the vote.
Directions to withhold authority to vote for directors, abstentions and broker
non-votes will be counted for purposes of determining whether a quorum is
present for the Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
At the Annual Meeting, the stockholders will elect seven directors to serve
until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with the
Bylaws of the Company. The Board has no reason to believe that any of the
persons named below will be unable or unwilling to serve as a nominee or as a
director if elected.
Assuming a quorum is present, the seven nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted "FOR" the election of each of the
seven nominees named below. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies received
by them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
NAME AGE POSITION
------------------------------------ -------- ---------------------------------------------------------------
Timothy Harrington 35 Chief Executive Officer, Chairman of the Board and Secretary
------------------------------------ -------- ---------------------------------------------------------------
Christopher P. Westad 49 President, Chief Financial Officer and Director
------------------------------------ -------- ---------------------------------------------------------------
James Purcaro 41 Director
------------------------------------ -------- ---------------------------------------------------------------
Gregory Sichenzia 41 Director
------------------------------------ -------- ---------------------------------------------------------------
Patrick O'Neill 43 Director
------------------------------------ -------- ---------------------------------------------------------------
Edward C. Miller, Jr. 35 Director
------------------------------------ -------- ---------------------------------------------------------------
Dickon Pownall-Gray 49 Director
------------------------------------ -------- ---------------------------------------------------------------
The following information with respect to the principal occupation or
employment of each nominee for director, the principal business of the
corporation or other organization in which such occupation or employment is
carried on, and such nominee's business experience during the past five years,
has been furnished to the Company by the respective director nominees:
TIMOTHY HARRINGTON, serves as the Company's Chief Executive Officer,
Chairman of the Board, and Secretary. In 1989, Mr. Harrington founded Able Oil
Company, Inc., and since that time, has served as Able Oil's President, Chief
Executive Officer and Chairman of the Board. Mr. Harrington has also served as
the Chief Executive Officer and Chairman of the Board of Directors of Able
Energy, Able Melbourne and Able Propane since their respective inception.
CHRISTOPHER P. WESTAD, serves as the President, Chief Financial Officer,
and a Director of the Company. Since September 1996, Mr. Westad has served as
the President of Able Energy and Able Propane. From 1991 through 1996, Mr.
Westad was a Market Manager and Area Manager for Ferrellgas Partners, L.P., a
company engaged in the retail distribution of liquefied petroleum gas. From 1977
through 1991, Mr. Westad served in a number of management positions with RJR
Nabisco. In 1975, Mr. Westad received a Bachelor of Arts in Business and Public
Management from Long Island University--Southampton, New York.
JAMES PURCARO, has served as a director to the Company since September
1996. Since 1986, Mr. Purcaro has served as the president and chief executive
officer of Kingsland Trade Print Group, Inc., a commercial printing company.
GREGORY SICHENZIA, has served as a director to the Company since August
1999. Mr. Sichenzia is a partner of the law firm of Sichenzia Ross Friedman
Ference LLP in New York, New York and has been since May 1998. He had been a
partner of Singer Zamansky LLP in New York, New York, since November 1996. Prior
thereto and since August 1994, he had been an associate attorney at Schneck
Weltman Hashmall & Mischel LLP in New York City.
PATRICK O'NEILL, has served as a director to the Company since August 1999.
Mr. O'Neill has served as the President of Fenix Investment and Development,
Inc., a real estate company based in Parsippany, New Jersey for the past five
years. Prior to this, Mr. O'Neill served as Vice President of Business
Development for AvisAmerica, a Pennsylvania based home manufacturer. Mr. O'Neill
holds a B.S. from the United States Military Academy, and has been awarded the
Army Achievement Medal for his work with the Army Corps of Engineers.
EDWARD C. MILLER, JR., has served as a director to the Company since June
2000. He has been the Director of Marketing for the law firm Norris, McLaughlin
& Marcus, P.A. in Somerville, New Jersey since July 1999. From May 1991 to July
1999, Mr. Miller served as Practice Development Coordinator for the Morristown,
New Jersey law firm Riker, Danzig, Scherer, Hyland & Perretti, LLP. Mr. Miller
received his Bachelor of Science in Marketing Management from the Syracuse
University School of Management in 1991.
DICKON POWNALL-GRAY, has been nominated to serve as a director of the
Company. He has been the President of Willoughby & Lamont, a publishing and
multimedia company since January 2000. From 1995 until 2000, Mr. Pownall-Gray
was a director of Infosis Corp., serving as Chairman of the Board from
1995-1998. From 1992 through 1993, he was Senior Vice President, Acquisitions
for Preferred Health Care. From 1988 until 1992, he was the founder and Chief
Executive Officer of CareSys, which he later sold to Preferred Health Care. From
1985 until 1987, he was the Chief Executive Officer of Health Care Systems. From
1982 until 1984, he was a senior consultant in the London office of Bain+Co. Mr.
Pownall-Gray received his Bachelor of Arts in History and Sports Sciences from
the University of Birmingham in 1977, his Master of Arts in Sports Science
(Exercise Physiology) from the University of California at Berkeley in 1978, and
his Masters of Business Administration from the London School of Business in
1982.
-------------
Directors serve until the next annual meeting of stockholders or until
their successors are elected and qualified. Officers serve at the discretion of
the Board of Directors.
COMPENSATION OF DIRECTORS
The Company has not paid compensation to any director for acting in such
capacity. The Company is currently reviewing its policy on compensation of
outside directors and may pay outside directors in the future.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 2002, the Board of Directors held
four meetings and did not act by unanimous written consent on any occasion. No
director attended fewer than 75% of the total number of meetings of the Board of
Directors during the last fiscal year.
The Board of Directors has established a Compensation Committee and an
Audit Committee, each consisting of at least two directors who are not salaried
officers of the Company.
The Compensation Committee consists of Timothy Harrington, Patrick O'Neill
and James Purcaro. The Committee is responsible for overseeing the compensation
of the executive officers and directors, including annual executive salaries,
bonuses and cash incentives and long-term equity incentives, to ensure that such
officers and directors receive adequate and fair compensation. The Compensation
Committee also administers the Company's stock option plans. The Compensation
Committee met once during the last fiscal year.
The Board does not have a nominating committee or a committee performing
the functions of a nominating committee. Although there are no formal procedures
for stockholders to nominate persons to serve as directors, the Board will
consider nominations from stockholders, which should be addressed to the
Company's address set forth above.
The Audit Committee consists of Patrick O'Neill, James Purcaro and Gregory
Sichenzia. The Audit Committee is responsible for (a) recommending the
engagement and termination of the independent public accountants to audit the
financial statements of the Company, (b) overseeing the scope of the external
audit services, (c) reviewing adjustments recommended by the independent public
accountant and address disagreements between the independent public accountants
and management, (d) reviewing the adequacy of internal controls and management's
handling of identified material inadequacies and reportable conditions in the
internal controls over financial reporting and compliance with laws and
regulations, and (e) supervising the internal audit function, which may include
approving the selection, compensation and termination of internal auditors. The
Audit Committee met once during the last fiscal year.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2002, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that failed to file reports required by Section 16(a) of
the Securities Exchange Act of 1934 on a timely basis during fiscal year 2002.
The proxy holders intend to vote the shares represented by proxies for all
of the board's nominees, except to the extent authority to vote for the nominees
is withheld.
RECOMMENDATION OF THE BOARD:
----------------------------
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Simontacchi & Company, LLP has served as the Company's independent auditors
since 1994 and has been appointed by the Board to continue as the Company's
independent auditors for the fiscal year ending June 30, 2002. In the event that
ratification of this selection of auditors is not approved by a majority of the
shares of Common Stock voting at the Annual Meeting in person or by proxy, the
Board will reconsider its selection of auditors. Simontacchi & Company, LLP has
no interest, financial or otherwise, in the Company.
A representative of Simontacchi & Company, LLP is not expected to be
present at the Annual Meeting.
The proxy holders intend to vote the shares represented by proxies to
ratify the Board of Directors' selection of Simontacchi & Company, LLP as the
Corporation's independent auditors for the fiscal year ending June 30, 2002.
AUDIT FEES
The company paid Simontacchi & Company, LLP aggregate fees of $98,193 for
professional services rendered for the audit of the company's annual financial
statements for the fiscal year 2002 and the reviews of the financial statements
included in the company's forms 10-QSB for the fiscal year 2002.
ALL OTHER FEES
The company paid Simontacchi & Company, LLP aggregate fees of $28,339 for
professional services rendered for services other than the services described
above in audit fees, including tax work, tax filings, and financial consulting
services.
RECOMMENDATION OF THE BOARD:
----------------------------
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF SIMONTACCHI &
COMPANY, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2003.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of April 29, 2003, with respect to (i) each
person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each director of the Company, and (iii) all directors and
officers of the Company as a group:
NUMBER OF SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME* OWNED COMMON STOCK**
----- ----- --------------
Timothy Harrington 1,094,050 (1) 52.1%
Christopher P. Westad 59,000 (2) 2.9%
James Purcaro 2,000 ***
Gregory Sichenzia 2,000 ***
Patrick O'Neill 1,000 ***
Edward C. Miller, Jr. 2,000 ***
Dickon Pownall-Gray -0- -0-
All Officers and Directors
as a Group (7 persons) 1,160,050 (3) 53.8%
* Except as noted above, the address for the above identified officers and
directors of the Company is c/o Able Energy, Inc., 198 Green Pond Road,
Rockaway, New Jersey 07866.
** Percentages are based upon the assumption that the shareholder has exercised
all of the options he or she owns and that no other shareholder has exercised
any options he or she owns.
*** Less than 1%
(1) Includes 87,750 unexercised options.
(2) Includes 56,000 unexercised options.
(3) Includes 143,750 unexercised options.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain summary information with respect to
the compensation paid to the Company's Chief Executive Officer and President for
services rendered in all capacities to the Company for the fiscal period ended
June 30, 2002. Other than as listed below, the Company had no executive officers
whose total annual salary and bonus exceeded $100,000 for that fiscal year:
-------------------------------------------------------------------- -----------------------------------------------
Annual Compensation Long-Term Compensation
------------------- ----------------------
------------------------- ---------------------
Awards Payouts
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Name and Year Salary ($) Bonus ($) Other Annual Restricted Securities LTIP All
Principal Position Compensation Stock Award Underlying Payouts Other
($) Options / ($) Compen
SARs (#) -sation $
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Timothy 2002(1) 112,500 $6,603(2) - - - -
Harrington,
Chief
Executive Officer
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2001 225,000 - $2,203(2) - - - -
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2000 225,000 - $11,000(2) - - - -
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
Christopher P. 2002(1) 50,000 $2,912(3) - - - -
Westad,
President
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2001 100,000 - $1,007(3) - - - -
--------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
2000 100,000 - $5,428(3) - - - -
------------------- --------- ------------ ---------- -------------- ------------ ------------ ---------- ----------
---------------
(1) The compensation set forth in 2002 was earned during the period from
December 31, 2001 to June 30, 2002.
(2) Represents car allowance and travel expense reimbursements pursuant to his
employment agreement with the Company.
(3) Represents car allowance pursuant to his employment agreement with the
Company.
No option grants were made to named executive officers during fiscal
year ended June 30, 2002. No named executive held unexercised options as at June
30, 2002.
EMPLOYMENT ARRANGEMENTS
Timothy Harrington and Christopher P. Westad's employment agreements with
the Company expired on June 26, 2002, although the company continues to employ
Messrs. Harrington and Westad on the same terms of their employment contracts.
Timothy Harrington is retained as Chief Executive Officer of the Company at an
annual salary of $225,000. Christopher Westad is retained as President of the
Company at an annual salary of $100,000. Each of the Messrs. Harrington and
Westad are entitled to bonuses if the Company meets certain financial targets
based on sales, profitability and good management goals as predetermined by the
Board of Directors or compensation committee and other subjective criteria as
determined by the Board of Directors or compensation committee. Such bonuses,
plus all other bonuses payable to the executive management of the Company, shall
not exceed in the aggregate, a "bonus pool" which shall equal up to 10% of the
Company's earnings before taxes, depreciation and amortization ("EBITDA") for
2002, provided the Company achieves at least $5,000,000 of EBITDA in such year.
Messrs. Harrington and Westad are also entitled to reimbursement of reasonable
business expenses. Timothy Harrington also receive additional compensation
including Company automobile, insurance and retirement savings matched
contributions by the Company and such other perquisites as are customary. The
employment agreements for each of Messrs. Harrington and Westad contain a
covenant not to compete whereby Messrs. Harrington and Westad agree, for the
term of the employment agreements and until one year following the termination
of the agreements, not to (i) persuade any customer of the Company to cease or
reduce the amount of business it does with the Company; (ii) solicit the
Company's customers for their own benefit; or (iii) persuade any of the
Company's employees to leave the employ of the Company.
In the event that there is a change in control of the Company, through an
acquisition where any person acquires more than 50% of the shares of the
Company, a consolidation or merger with another corporation resulting in at
least 50% of the voting shares of the surviving corporation being controlled by
a new acquirer or the sale directly or otherwise of all of the assets of the
Company to a third party in a non-distress situation, then the Company shall pay
to each of Timothy Harrington and Christopher P. Westad a lump sum payment equal
to one year's salary.
Employee Bonus Pool
The Company has adopted an Employee Bonus Pool, pursuant to which
Management may, at its own discretion, award employees for exemplary
performance. The Company has allocated $50,000 for the year 2002, but has not
yet allocated any funds for year 2003, for such purposes. Management may not,
however, award employees bonuses from the Employee Bonus Pool (i) if such
bonuses would result in negative earning before taxes for the year in which such
bonuses are to be granted, or (ii) if the Company does not have net profits in
such year.
TRANSACTIONS WITH MANAGEMENT
None.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Proposals of stockholders intended to be presented at next year's Annual
Meeting of Stockholders must be received by Timothy Harrington, Secretary, Able
Energy, Inc., 198 Green Pond Road, Rockaway, New Jersey 07866, no later than
June 1, 2003.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other business, which will come
before the Meeting, but if any such matters are properly presented, the proxies
solicited hereby will be voted in accordance with the best judgment of the
persons holding the proxies. All shares represented by duly executed proxies
will be voted at the Meeting.
AVAILABILITY OF CERTAIN DOCUMENTS REFERRED TO HEREIN
THIS PROXY STATEMENT REFERS TO CERTAIN DOCUMENTS OF THE COMPANY THAT ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS ARE AVAILABLE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT IS
DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED TO TIMOTHY
HARRINGTON, ABLE ENERGY, INC., 198 GREEN POND ROAD, ROCKAWAY, NEW JERSEY 07866,
TELEPHONE NUMBER (973) 625-1012. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, SUCH REQUESTS SHOULD BE MADE BY MAY 20, 2003.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ TIMOTHY HARRINGTON
Timothy Harrington
Secretary
Rockaway, New Jersey
May 12, 2003
PROXY PROXY
ABLE ENERGY, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 30, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Timothy G. Harrington and Christopher P.
Westad, or either of them, as proxies, each with the power to appoint his
substitute, to represent and to vote all the shares of common stock of Able
Energy, Inc. (the "Company"), which the undersigned would be entitled to vote,
at the Company's Annual Meeting of Stockholders to be held on May 30, 2003 and
at any adjournments thereof, subject to the directions indicated on the reverse
side hereof.
In their discretion, the Proxies are authorized to vote upon any other
matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
--------------------------------------------------------------------------------
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Able Energy, Inc. to be held at The Sagamore, 110 Sagamore Road, Bolton Landing,
New York 12814 on Friday, May 30, 2003 at 1:30 p.m. (local time).
Please read the proxy statement, which describes the proposals and presents
other important information, and complete, sign and return your proxy promptly
in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2
1. ELECTION OF DIRECTORS -- FOR WITHHOLD
Nominees:
---------
Timothy Harrington [_] [_]
Christopher P. Westad [_] [_]
James Purcaro [_] [_]
Gregory Sichenzia [_] [_]
Patrick O'Neill [_] [_]
Edward C. Miller, Jr. [_] [_]
Dickon Pownall-Gray [_] [_]
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(Except nominee(s) written above)
FOR AGAINST ABSTAIN
2. Proposal to ratify Simontacci & Company [_] [_] [_]
LLP as independent auditors.
If you plan to attend the Annual Meeting please mark this box [_]
Dated: , 2003
--------------
Signature
----------------------------------------------------------------------
Name (printed)
-----------------------------------------------------------------
Title
--------------------------------------------------------------------------
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.
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FOLD AND DETACH HERE