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): FEBRUARY 16, 2005
ABLE ENERGY, INC.
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(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))
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 16, 2005, Able Energy, Inc. (the "Company") entered into a
Consulting Agreement (the "Consulting Agreement") with Timothy Harrington, the
Company's Chief Executive Officer, pursuant to which Mr. Harrington will act as
an independent contractor to the Company to provide business management
services, assist the Company in new business development and assist the Company
in acquisitions, mergers and financings.
The Consulting Agreement shall expire on February 16, 2007. In
consideration for his services pursuant to the Consulting Agreement, the Company
shall pay Mr. Harrington $60,000 per annum, payable in monthly arrears, in 12
equal monthly installments. Mr. Harrington is not entitled to receive any
commissions, equity participations or other benefits from fulfilling his role as
consultant to the Company, unless otherwise agreed to by the Company and Mr.
Harrington. In addition, Mr. Harrington shall receive 5-year options to purchase
100,000 shares of the Company's common stock, par value $.001 per share,
pursuant to the Company's stock option plan. The shares of the Company's common
stock issuable upon exercise of the options will be registered by the Company
pursuant to a Form S-8 registration statement.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective as of February 18, 2005, Timothy Harrington resigned as the
Company's Chief Executive Officer and Chairman of the Board of Directors. In
addition, the Employment Agreement between the Company and Mr. Harrington was
terminated. The Company intends to appoint Christopher Westad, the Company's
President and Chief Financial Officer, as Interim Chief Executive Officer
pending the appointment of a permanent Chief Executive Officer.
Christopher Westad serves as President, Chief Financial Officer and a
Director of the Company. Since September 1996, Mr. Westad has served as the
President of Able Propane, and since July of 1998, President of Able Energy,
Inc. 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. Mr. Westad received a Bachelor of Arts
in Business and Public Management from Long Island University--Southampton, New
York.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Consulting Agreement, dated February 16, 2004, by and among Able
Energy, Inc. and Timothy Harrington.
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: February 23, 2005 /s/ Christopher Westad
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Christopher Westad
President and Chief Financial Officer