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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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: March 18, 1996
Able Telcom Holding Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
FLORIDA 0-21986 65-0013218
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(State or other (Commission (IRS Employer
jurisdiction of File No.) identification
incorporation) No.)
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1601 Forum Place
Suite 1110
West Palm Beach, Florida 33401
(Address of principal executive offices)
407-688-0400
(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 1, 1996, Clark W. Barlow ("Barlow"), Chairman of the Board of the
Registrant, and C. Douglas Hubbard ("Hubbard"), a Director of the Registrant,
notified the Registrant that they were resigning from the Registrant's Board
of Directors. Hubbard's letter of resignation stated that its was effective
February 16, 1996 and Barlow's letter of resignation stated that it was
effective March 1, 1996. The Registrant's 1996 proxy statement, for its 1996
annual meeting of stockholders to be held on March 26, 1996, disclosed that
neither Hubbard nor Barlow would stand for re-election.
In their letters of resignation, Barlow and Hubbard both stated that the
disclosure in the Registrant's 1996 proxy statement was misleading and
incomplete regarding the due dates and certain other terms of the notes which
were issued to them and another selling shareholder in connection with the
Registrant's acquisition of Transportation Safety Contractor's, Inc. ("TSCI")
in June 1994. The Registrant's 1996 proxy statement refers to the existence
of outstanding promissory notes, each in the amount of $250,000 payable to
Hubbard and Barlow. The Registrant's Form 10-K for the fiscal year ended
October 31, 1995 states that such notes are due in June 1996 and bear interest
at the rate of 10% per annum. Since the filing of the Form 10-K on February 13,
1996, Barlow and Hubbard have demanded immediate payment of the promissory notes
plus interest. The notes are classified as current in the Registrant's
Consolidated balance sheets at October 31, 1995 and January 31, 1996. As
disclosed in the Registrant's Form 10-Q for the fiscal quarter ended January 31,
1996, filed with the Commission on March 15, 1996, the Registrant is currently
negotiating with Barlow, Hubbard and the other selling shareholder of TSCI with
respect to these notes and has alleged certain offsets with respect to the
total amount due.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired: not applicable.
(b) Proforma Financial information: not applicable.
(c) Exhibits:
(1) Letter of Resignation of Clark W. Barlow dated March 1, 1996.
(2) Letter of Resignation of C. Douglas Hubbard dated March 1, 1996.
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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 TELCOM HOLDING CORPORATION
By: /s/ William J. Mercurio
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William J. Mercurio, President
Dated: March 19, 1996
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EXHIBIT INDEX
(1) Resignation Letter of Clark W. Barlow dated March 1, 1996.
(2) Resignation Letter of C. Douglas Hubbard dated March 1, 1996.
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EXHIBIT 1
Law Offices
ALLEN, DELL, FRANK & TRICKLE
SUITE 1240, THE BARNETT PLAZA
101 EAST KENNEDY BOULEVARD
POST OFFICE BOX 2111
TAMPA, FLORIDA 33601
(813) 223-5361
March 1, 1996
VIA FAX: 407-688-0455
and U.S. MAIL
Mr. William J. Mercurio
Able Telcom Holding Corp.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
Dear Mr. Mercurio:
Clark Barlow has asked me to write you this letter on his behalf. Due to the
medical condition concerning his back, he is unable to go to his office to send
this letter himself.
Effective immediately, Clark resigns from the Board of Directors of Able
Telcom Corp. Please reflect his resignation in the Proxy Statement accordingly.
Clark hereby advises that the description in the Proxy Statement of the notes
and obligations payable to him, Doug and Bill is incomplete and misleading to
the shareholders. Accordingly, Clark will not be a party to the sending of
this Proxy Statement and strongly recommends that you reconsider the description
that is contained in the draft Proxy Statement that was sent to him.
Please advise as to when and where you would like him to return his company
vehicle.
Very truly yours,
/s/ROBERT A. MORA
-----------------------
Robert A. Mora
for Clark W. Barlow
RAM/sac
cc: Mr. Clark W. Barlow
Donn A. Beloff, Esquire
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EXHIBIT 2
March 1, 1996
Mr. William J. Mercurio
Able Telcom Holding Corp.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
RE: Proxy Statement
Dear Mr. Mercurio:
This is in response to your fax of February 21, 1996 which included a copy of
the draft Proxy Statement.
As you know from our conversation on February 16, 1996, which was confirmed by
my letter to you of February 21, 1996, I resigned from the Board of Directors
effective February 16, 1996. Accordingly, the Proxy Statement should reflect
that I am not currently a director.
As I have previously advised you, I do not believe that the Proxy Statement
accurately discloses the status of the October, 1994 notes payable to me,
Clark and Bill.
Very truly yours,
/s/DOUG HUBBARD
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Doug Hubbard
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