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): August 8, 2006
Able Energy, Inc.
(Exact name of registrant specified in charter)
Delaware 001-15035 22-3520840
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
198 Green Pond Road, Rockaway, NJ 07866
(Address of principal executive offices) (Zip Code)
(973) 625-1012
Registrant's Telephone Number
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 8, 2006, Able Energy, Inc. (the "Company") entered into a
financing transaction described by a Securities Purchase Agreement whereby the
Company agreed to issue $2,000,000 of convertible debentures to certain
investors (collectively, the "Purchasers"). Such debentures are convertible into
shares of the Company's common stock at $6.00 per share. The debentures bear an
interest rate at the greater of either LIBOR plus 6% or 12.5%. The Purchasers
also collectively received five-year warrants to purchase additional shares of
the Company's common stock at $4.00 per share. The Company has agreed to file a
registration statement within forty-five (45) days covering the resale of the
shares of common stock underlying the debentures and warrants issued to the
Purchasers. In addition, the Purchasers may elect to participate in up to 50% of
any subsequent financing of the Company by providing written notice of intention
to the Company.
The obligations of the Company in this financing transaction are secured
by a first mortgage on certain property owned by the Company in Warrensburg, New
York, a pledge of certain rights the Company has in securities of CCI Group,
Inc., guarantees by the Company's subsidiaries and liens on certain other
property.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are furnished with this report:
Exhibit No. Description
4.1 Form of Variable Rate Secured Debenture
4.2 Registration Rights Agreement, dated as of August 8, 2006, by and
among the Company and the Purchasers
4.3 Form of Common Stock Purchase Warrant
10.1 Securities Purchase Agreement, dated as of August 8, 2006, by and
among the Company and the Purchasers
10.2 Security Agreement, dated as of August 8, 2006, by and among the
Company, the Company's subsidiaries and the Purchasers
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 14th day of August, 2006.
ABLE ENERGY, INC.
By: /s/ Gregory D. Frost
----------------------------
Name: Gregory D. Frost
Title: Chief Executive Officer