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): JANUARY 20, 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 8.01 OTHER EVENTS.
As previously disclosed in our Current Report on Form 8-K filed with the
SEC on June 16, 2005, and our current report on Form 8-K filed with the SEC on
November 18, 2005, we have entered into an agreement, subject to shareholder
approval, to purchase a significant portion of the assets of our largest
shareholder, All American Plazas, Inc. ("All American"). All American has
recently consummated a financing that, if such acquisition of All American's
assets is consummated, will impact us. Accordingly, this Current Report on Form
8-K is being filed to describe the financing recently completed by All American
whereby convertible debentures in the aggregate amount of $2,500,000 and other
rights were purchased by a group of purchasers/investors. The proceeds of this
financing will be used for the acquisition of certain real property located in
New Hampshire.
The following description of the terms of the All American's financing
is qualified in its entirety by the terms and provisions contained in the
financing documentation attached to this Current Report on Form 8-K as Exhibits
99.1 through 99.5.
Pursuant to the terms of the Securities Purchase Agreement dated January
20, 2006 (the "Agreement"), among All American and certain purchasers identified
therein (collectively, the "Purchasers"), the Purchasers loaned All American an
aggregate of $2,500,000, evidenced by Secured Debentures also dated January 20,
2006 (the "Debentures"). The Debentures shall be repaid within two years from
the date of issuance, subject to the occurrence of an event of default, with
interest payable at the rate per annum equal to LIBOR for the applicable
interest period, plus 4% payable on a quarterly basis on April 1st, July 1st,
October 1st and January 1st, beginning on the first such date after the date of
issuance of the Debentures. The loan is secured by, among other things, real
estate property in New Hampshire owned by an All American subsidiary and All
American's equity interests in such subsidiary. In the event that we do not
complete the acquisition of All American prior to the expiration of the 12-month
anniversary of the Agreement, All American shall be considered in default of the
loan. Other default conditions also may apply. Pursuant to the Additional
Investment Right (the "AIR Agreement") among All American and the Purchasers,
the Purchasers may loan All American up to an additional $2,500,000 on the same
terms and conditions as the initial $2,500,000 loan, except for the conversion
price of the debentures.
If we consummate the acquisition of the All American assets, upon such
consummation, we will assume the obligations of All American under the
Agreement, the Debentures and the AIR Agreement through the execution of a
Securities Assumption, Amendment and Issuance Agreement and Variable Rate
Secured Convertible Debenture Agreement, each between the Purchasers and us (the
"Able Energy Transaction Documents"). Such documents provide that we shall cause
the collateral securing the Debentures to continue to secure such loan until the
full repayment of the loan upon expiration of the Debentures or upon conversion
of the Debentures in accordance with the terms of the Able Energy Transaction
Documents. Forms of the Able Energy Transaction Documents will be substantially
similar to those analogous documents which we filed as exhibits to our current
report on Form 8-K filed with the SEC on June 10, 2005.
It is currently contemplated that if the Able/All American transaction
is consummated, the shareholders of All American will escrow a sufficient number
of shares to satisfy the exchange of the $2,500,000 in outstanding Debentures
for convertible debentures to purchase our common stock at $3.00 per share, 50%
warrant coverage at $3.75 excercise price and certain additional pro rata
investment rights.
As reported in our Current Report on Form 8-K filed with the SEC on
August 15, 2005, we previously entered into an assignment agreement with
TruckStops Direct ("TSD") where TSD assigned to us all of its rights in an
executed letter of intent with GSN Interstate Truck Stop Network Inc. ("GSN").
TSD is an affiliate of All American Plazas, Inc. We have since that time
discontinued our discussions with GSN and have no immediate plans to pursue the
purchase of GSN under such letter of intent.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are furnished with this report:
Exhibit No. Description
----------------------------------
99.1 Securities Purchase Agreement, by and among All American and the
Purchasers, dated as of January 20, 2005.
99.2 Form of Secured Debenture, made as of January 20, 2005, by All American
in favor of the Purchasers.
99.3 Form of Additional Investment Right, by and among All American, and the
Purchasers, dated as of January 20, 2005.
99.4 Form of Security Agreement, dated as of January 20, 2006, by and between
All American and the Purchasers.
99.5 Loan Agreement, dated as of January 20, 2006, by and between All
American, St. John's Realty Corporation 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 23rd day of January, 2006.
ABLE ENERGY, INC.
By: /s/ Gregory D. Frost
---------------------------------
Name: Gregory D. Frost
Title: Chief Executive Officer