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) SEPTEMBER 8, 2005
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ABLE ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-15035 22-3520840
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(States or Other Jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
198 GREEN POND ROAD, ROCKAWAY, NJ 07866
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(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code (973) 625-1012
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
240.14a-2)
[ ] 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 September 8, 2005, the Registrant signed a letter of intent with respect to
the purchase by the Registrant of all of the issued and outstanding shares of
PHS Group, Inc., Somerset Oil Inc., Somerset Refinery, Inc., South Kentucky
Purchasing, Inc., and Somerset Environmental Services, Inc. (the "Sellers"). PHS
Group, Inc., currently owns all the issued and outstanding stock of the other
Sellers. The Sellers are located in Somerset, Kentucky where their primary
business is the operation of Somerset Refinery, Inc., which has a processing
capability of 5500 barrels of oil per day. The refinery primarily produces
gasoline at octanes of 87, 89, 91, diesel fuel and heavy fuel oils for homes and
industry furnaces. In addition, presently, Somerset Refinery, Inc., supplies
product to 13 Somerset Oil Stations in 11 counties in the state of Kentucky, 16
other stations using their equipment and tanks as well as 17 other privately
owned gas stations. The aggregate purchase price would be approximately $19.5
million, including an assumption by the Registrant of approximately $10.5
million in outstanding debt of the Sellers. The letter of intent provides for a
30-day due diligence period from the date of its signing, during which period
the Sellers have agreed not to directly or indirectly solicit and/or accept
other offers for the sale of their stock or assets or to place any lien on their
stock or assets outside the normal course of business. The letter of intent
provides for a reasonable time after the conclusion of the 30-day due diligence
period for the parties to execute a definitive purchase and sale agreement, with
the closing of the transaction to occur thirty days after execution of such
definitive agreement.
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 September, 2005.
ABLE ENERGY, INC.
By: /s/ Christopher P. Westad
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Name: Christopher P. Westad
Title: President and Interim Chief
Executive Officer