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 28, 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 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 28, 2005, Alan E. Richards was appointed to our
board of directors. Mr. Richards has served as the President of Sorrento
Enterprises Incorporated, a forensic accounting firm, from its inception in 1979
to the present. Mr. Richards brings a diverse background and 25 plus years
experience in financial services, including work with government agencies such
as the United States Internal Revenue Service. Mr. Richards is a graduate of
Iona College with a BBA in Finance.
In addition, effective as of February 28, 2005, Stephen Chalk was appointed
to our board of directors. From 1981 to the present, Mr. Chalk has served as the
President of the Pilgrim Corporation, where he has obtained a strong background
in financial management, as well as over 25 years of hotel, resort, restaurant,
and real estate development experience. Mr. Chalk is a graduate of Philadelphia
University with a BS in Engineering and Design.
With the departure of James Purcaro and Timothy Harrington, each of whom
resigned as our directors on February 24, 2005, and the appointment of the
Messrs. Richards and Chalk, the board of directors remains at five members.
Appointment to Committees of the Board of Directors
Messrs. Richards and Chalk were not appointed to any committee of the board
of directors. However, Messrs. Richards and Chalk may be appointed to committees
of the board of directors in the future at the option of the board.
SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On March 4, 2005, we issued a press release announcing our potential
acquisition of All American Plazas, Inc., a privately held company headquartered
in Myerstown, Pennsylvania, which owns and operates interstate travel plazas in
four Northeastern States of the United States. As of the date hereof, we have
not entered into any acquisition or other agreement formalizing the potential
acquisition. Said press release also announces the appointment of Messrs.
Richards and Chalk to the board of directors. A copy of this press release has
been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
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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99.1 Press Release of Able Energy, Inc., dated March 4, 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.
ABLE ENERGY, INC.
Date: March 4, 2005 /s/ Christopher Westad
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Christopher Westad
President and Chief Financial Officer