AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 18, 1997
Registration No. 333-04377
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABLE TELCOM HOLDING CORP.
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(Exact name of Registrant as specified in its charter)
FLORIDA 65-0013218
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(State or other jurisdiction (I.R.S. Employer of
of incorporation or organization) Identification No.)
1601 FORUM PLACE, SUITE 1110, WEST PALM BEACH, FLORIDA 33401
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(Address of Principal Executive Offices) (Zip Code)
ABLE TELCOM HOLDING CORP. 1995 STOCK OPTION PLAN
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(Full title of the plan)
GERRY W. HALL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ABLE TELCOM HOLDING CORP.
1601 FORUM PLACE, SUITE 1110
WEST PALM BEACH, FLORIDA 33401
(561) 688-0400
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(Name, address and telephone number, including
area code, of agent for service)
COPY TO:
DONN A. BELOFF, ESQ.
HOLLAND & KNIGHT LLP
ONE EAST BROWARD BOULEVARD, SUITE 1300
FORT LAUDERDALE, FLORIDA 33302
954-525-1000
<PAGE>
EXPLANATORY NOTE
The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is intended to be used to
register shares to be issued and sold pursuant to written compensation
agreements, the Registrant's 1995 Stock Option Plan and certain individual plans
(the "Plans"). The Prospectus filed as part of this Registration Statement has
been prepared in accordance with the requirements of Form S-3 and may be used
for reofferings or resales of common stock previously acquired or to be acquired
by the participants in the Plans who are deemed control persons of the
Registrant.
<PAGE>
REOFFER PROSPECTUS
ABLE TELCOM HOLDING CORP.
Principal Executive Offices:
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
(561) 688-0400
459,800 SHARES OF COMMON STOCK
$.001 PAR VALUE PER SHARE
The shares of Common Stock, $.001 par value (the "Common Stock"), of Able
Telcom Holding Corp. (the "Company") offered hereby (the "Shares") are being
sold by certain present and former executive officers and/or directors of the
Company (the "Selling Shareholders"). The Shares have been or may be acquired by
the Selling Shareholders, from time to time, from the Company: upon the exercise
of options to purchase such Shares granted to the Selling Shareholders by the
Company pursuant to the Company's 1995 Stock Option Plan; or, pursuant to
written compensation agreements and certain individual plans (collectively the
"Plans"). Options to purchase 459,800 Shares authorized pursuant to the Plans
are currently held by the Selling Shareholders, and zero Shares issued pursuant
to the Plans are currently held by the Selling Shareholders. See "Selling
Shareholders."
It is anticipated that the Shares may be offered for sale by one or more
of the Selling Shareholders, in their discretion, on a delayed or continuous
basis from time to time in transactions in the open market at prices prevailing
at the time of sale on the NASDAQ National Market System ("Nasdaq"), or in
negotiated transactions. Such transactions may be effected directly by the
Selling Shareholders, each acting as principal for his own account.
Alternatively, such transactions may be effected through brokers, dealers or
other agents designated from time to time by the Selling Shareholders and such
brokers, dealers or other agents may receive compensation in the form of
customary brokerage commissions or concessions from the Selling Shareholders or
the purchasers of the Shares. The Selling Shareholders may also pledge Shares as
collateral, and such Shares could be resold pursuant to the terms of such
pledges. The Selling Shareholders, brokers who execute orders on their behalf,
and other persons who participate in the offering of the Shares on their behalf
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act") and a portion of the
proceeds of sales and commissions or concessions therefore may be deemed
underwriting compensation for purposes of the Securities Act. The Company will
not receive any part of the proceeds from the sale of Shares by the Selling
Shareholders. See "Plan of Distribution."
The Company will pay all costs and expenses incurred in connection with
the registration of the Shares under the Securities Act. The Selling
Shareholders will pay the costs associated with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.
The Common Stock is quoted on Nasdaq under the symbol "ABTE". On June 17,
1997, the last reported sale price of Common Stock on Nasdaq was $7 9/16 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 18, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Copies of such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: Seven World Trade Center, 13th Floor, New York, NY
10048 and Citicorp Center, 500 West Madison Street (Suite 1400), Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Worldwide Web site at
http://www.sec.gov which contains reports, proxy statements and other
information regarding registrants, such as the Company, that file electronically
with the Commission. The Common Stock is traded on the NASDAQ NMS (Symbol:
ABTE). In addition, material filed by the Company can be inspected at the
offices of NASDAQ NMS, Reports Section, 1735 K Street N.W., Washington, D.C.
20006.
This Prospectus constitutes part of a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") and does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits and schedules thereto. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by the
Company pursuant to the Exchange Act (Commission File No. 0-21986) are
incorporated by reference in this Prospectus:
<TABLE>
<S> <C>
(1) Annual Report on Form 10-K for the fiscal year ended October 31, 1996
(the "Annual Report");
(2) Amendment on Form 10-K/A, filed May 30, 1997, amending ("Annual
Report");
(3) Quarterly Report on Form 10-Q for the fiscal quarter ended January
31, 1997;
(4) Amendment on Form 10-Q/A, filed April 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
(5) Amendment on Form 10-Q/A-2, filed May 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(6) Current Report on Form 8-k, dated December 21, 1995 (reporting an
event that occurred on December 8, 1995);
(7) Amendment on Form 8-K/A-1, dated February 20, 1996, amending Current
Report on Form 8-K dated December 22, 1995 (reporting an event that
occurred on December 8, 1995);
(8) Amendment on Form 8-K/A-2, dated May 6, 1997 (amending Current Report
on Form 8-K dated December 22, 1995 reporting an event that occurred
on December 8, 1995);
(9) Amendment on Form 8-K/A-3, dated May 30, 1997 (amending Current Report
on Form 8-K dated December 22, 1995 reporting an event that occurred
on December 8, 1995;
(10) Current Report on Form 8-K dated December 2, 1996;
(11) Amendment on Form 8-K/A-1, dated December 20, 1996, amending
Current Report on Form 8-K dated October 12, 1996;
(12) Current Report on Form 8-K dated December 20, 1996;
(13) Amendment on Form 8-K/A-1, dated February 11, 1997, amending
Current Report on Form 8-K dated December 2, 1996;
(14) Current Report on Form 8-K/A-2 dated May 6, 1997 (amending Form
8-K dated October 12, 1996).
(15)The description of the Company's Common Stock, par value $.001 per
share, as contained under the caption "Description of Capital Stock"
in the Company's Registration Statement on Form S-1 declared effective
on February 1, 1994.
</TABLE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock made hereby shall be deemed
to be incorporated by reference in the Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
A copy of any documents incorporated by reference (not including exhibits to
such documents other than exhibits specifically incorporated by reference into
such documents) are available without charge to any person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request. Requests for such documents should be directed to the Secretary, Able
Telcom Holding Corp., 1601 Forum Place, West Palm Beach, Florida 33401,
telephone number (561) 688-0400.
<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus and the information incorporated by reference herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements include, but are not
limited to, projected sales, gross margin and net income figures, the
availability of capital resources, plans concerning products and market
acceptance.
Forward-looking statements are inherently subject to risks and uncertainties,
many of which can not be predicted with accuracy and some of which might not
even be anticipated. Future events and actual results, financial and otherwise,
could differ materially from those set forth in or contemplated by the
forward-looking statements herein. Important factors that could contribute to
such differences are set forth below under "Risk Factors" including, but not
limited to, "--Risk Inherent in Growth Strategy," "--Recent Losses; Accumulated
Deficit; Potential Need for Additional Financing," "--Risks Inherent in
Construction Contracts," "--Technological Changes," "--Changes in Market Prices
of Common Stock," "--Shares Eligible for Future Sale," "--and "--Dividend
Policy."
THE COMPANY
The Company, through its subsidiaries, specializes in the design,
installation, maintenance and system integration of advanced communication
networks for voice, data, and video systems. These products are provided for an
array of complementary applications including telecommunications infrastructure,
traffic management systems, automated manufacturing systems and utility
networks. The Company is currently organized into four operating groups:
telecommunication services, cable television services, traffic management
services, and communications development. Each group, excluding cable television
services, is comprised of subsidiaries of the Company, each having local
executive management functioning under a decentralized operating environment.
The Company formed the cable television services group to facilitate potential
expansion during 1997.
The Company was incorporated in 1987 in the State of Colorado as "Delta
Venture Fund, Inc." The Company adopted its current name in 1989 and
reincorporated in 1991 under the laws of the State of Florida.
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition to
the other information contained or incorporated by reference herein, the
following factors should be considered carefully in evaluating the Company and
its business prospects before purchasing any Shares.
<PAGE>
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain statements included in this Prospectus
are forward-looking, such as statements regarding the Company's growth strategy.
Such forward-looking statements are based on the Company's current expectations
and are subject to a number of risks and uncertainties that could cause actual
results in the future to differ significantly from results expressed or implied
in any forward-looking statements made by, or on behalf of, the Company. These
risks and uncertainties include, but are not limited to, uncertainties relating
to the Company's relationships with key customers and implementation of the
Company's growth strategy. These and other risks are detailed below as well as
in other documents filed by the Company with the Commission.
Dependence on Key Customers
A significant portion of the Company's business is derived from three major
customers including a governmental agency, a telephone company and an industrial
manufacturer. At October 31, 1996 and 1995, the Company had accounts receivable
from these customers of $5,453,885 and $1,543,514 or 42% and 15% of total
accounts receivable, respectively. Revenues from these customers accounted for
50%, 27% and 23% of consolidated revenues in fiscal years 1996, 1995 and 1994,
respectively.
Approximately 60% of the Company's Latin American revenues are derived from
one customer in Venezuela. Revenues from this customer were approximately 4% of
consolidated revenues in 1996, 6% in 1995 and 53% in 1994. Accounts receivable
outstanding for this customer were $257,994 and $1,483,630 at October 31, 1996
and 1995, respectively.
Although the Company's strategic plan envisions diversification of its
customer base, the Company anticipates that it will continue to be dependent on
these several key customers for a significant portion of its revenue. There are
a number of factors that could adversely affect their ability or willingness to
make capital expenditures in the future, which in turn could negatively affect
the Company, including the potential adverse nature of, or the uncertainty
caused by, changes in governmental regulation, technological changes, increased
competition, levels of fiscal spending, adverse financing conditions for the
industry and economic conditions generally.
High Level of Indebtedness; Ability to Service Indebtedness
The Company is highly leveraged. At October 31, 1996, the Company had
$10,115,418 of total debt, of which $4,134,945 was repaid from a portion of the
$6,000,000 of gross proceeds obtained from the December 20, 1996 private
placement of redeemable preferred stock. The Company may incur additional
indebtedness from time to time to finance acquisitions or capital expenditures
or for other corporate purposes. In December, 1996, the Company incurred an
additional $3,862,000 of indebtedness in connection with an acquisition.
Interest expense for the years ended October 31, 1996, 1995 and 1994 was
$1,350,440, $1,117,932 and $397,167, respectively. The Company's current debt
service requirements on an annualized basis are $3,650,000 per year.
<PAGE>
The level of the Company's indebtedness could have important consequences to
shareholders, including that a substantial part of the Company's cash flow from
operations must be dedicated to debt service and will not be available for other
purposes; that the Company's ability to obtain financing in the future, if
needed, may be limited; that the Company's leveraged position and the covenants
contained in the Company's Credit Facilities (as defined below) or any
replacement thereof could limit its ability to expand and make capital
improvements and acquisitions, and that the Company's level of indebtedness
could make it more vulnerable to economic downturns, limit its ability to
withstand competitive pressures and limit its flexibility in reacting to changes
in its industry and economic conditions generally. The Credit Facilities are
secured by all the assets of the Company, and, should the Company default on its
obligations to its lender, the Company's assets could be used by the lender to
satisfy the Company's obligations pursuant to the Credit Facilities. In
addition, the covenants made by the Company to its lender as conditions to
obtaining the Credit Facilities also may effect the Company's operations. See
"Restrictions Contained in Loan Agreements." Certain of the Company's
competitors currently operate on a less leveraged basis and may have
significantly greater operating and financing flexibility than the Company.
Recent Losses; Accumulated Deficit; Potential Need for Additional Financing
The Company has experienced losses in the last two fiscal years. For fiscal
year 1996, the Company experienced an operating loss of approximately $6.3
million and a net loss of approximately $5.9 million for fiscal year 1995, the
Company experienced an operating loss of approximately $214,000 and a net loss
of approximately $281,000. The Company had an accumulated deficit of
approximately $1.2 million and approximately $719,000 as of October 31, 1996 and
January 31, 1997, respectively. There can be no assurance that the Company will
be able to achieve or maintain profitability on a quarterly or annual basis or
that it will be able to sustain or increase revenue growth. If the Company
requires additional funds, there can be no assurance that additional financing
can be obtained on acceptable terms, if at all. The inability to obtain such
financing, if necessary, could have a material adverse effect on the Company. If
additional funds are raised by issuing equity securities, dilution to existing
shareholders may result.
Restrictions Contained in Loan Agreements
The Company has entered into a revolving line of credit and several term loan
agreements (the "Credit Facilities") with a bank. The Credit Facilities require
the Company to achieve and maintain a number of financial covenants including
maintaining certain levels of debt service, funded debt and tangible equity. In
addition, the Credit Facilities contain numerous other covenants, including
restrictions on the ability of the Company to incur debt, to make certain
corporate changes, to make certain investments, to create, incur or permit the
existence of liens, and to sell assets of the Company outside the ordinary
course of its business. These financial ratios, restrictions and covenants may
affect the flexibility of the Company to pursue further acquisitions and incur
further indebtedness. Further, the failure to comply with the terms and
conditions of the Credit Facilities, including those described herein, could
<PAGE>
result in a default and permit the bank to accelerate the maturity of the
indebtedness and to foreclose on the assets pledged as collateral. At October
31, 1996, the Company was in non-compliance with various financial loan
covenants relating to its credit facility with a bank. The Company obtained
amended covenants from the lender effective October 31, 1996 and has been in
compliance with all such covenants since that date.
Risk Inherent in Growth Strategy
The Company has grown rapidly through the acquisition of other companies,
including Transportation Safety Contractors, Inc. ("TSCI"), H.C. Connell, Inc.,
Georgia Electric Company ("GEC"), and Dial Communications, Inc. The Company
anticipates that it will make additional acquisitions and is actively seeking
and evaluating new acquisition candidates. There can be no assurance, however,
that the Company will be able to continue to identify and acquire appropriate
businesses or obtain financing for such acquisitions on satisfactory terms. The
Company's growth strategy presents the risks inherent in assessing the value,
strengths and weaknesses of growth opportunities, in evaluating the costs and
uncertain returns of expanding the operations of the Company, and in integrating
existing operations with new acquisitions. The Company's growth strategy also
assumes there will continue to be demand for outsourced communications services.
There can be no assurance, however, that such demand will continue. Any growth
by the Company may place significant demands on the Company's management and its
operational, financial and marketing resources. Moreover, the Company's
operating results could be adversely affected if it is unable to successfully
integrate new companies into its operations. In addition, future acquisitions by
the Company could result in potentially dilutive issuances of securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's profitability.
Risks Inherent in Construction Contracts
The Company generally enters into either fixed-price contracts that provide
for an established price that does not vary during the term of the contract or
unit-price contracts under which the Company's fee is based on the quantity of
work performed. Fixed-price contracts and, to a lesser extent, unit-price
contracts, involve inherent risks, such as unanticipated increases in the cost
of labor and/or materials, subcontracts that were unexpected at the time of
bidding, bidding errors, unexpected field conditions, adverse weather
conditions, the inability of subcontractors to perform, work stoppages and other
events beyond the control of the Company. Although the Company attempts to
minimize the risks inherent in its contracts by, among other things, obtaining
subcontracts from reliable subcontractors, anticipating labor and material cost
increases, anticipating contingencies, utilizing its cost control system and
obtaining certain cost escalation clauses, there is no assurance that the
Company will be able to complete its current or future contracts at a profit. In
addition, the longer the term of fixed-price contracts and, to a lesser extent,
unit-price contracts, the greater the risks associated therewith.
<PAGE>
Some of the Company's contracts also call for project completion by a
specified date. These contracts usually provide for the payment by the Company
of substantial penalties for failure to complete a project by the specified
date. In addition, pursuant to some of its contracts, the Company makes
warranties that extend for a period of time beyond the completion of such
contracts.
The Company endeavors to ensure that its contracting resources are
effectively utilized and to that end pursues new contracts as the completion
time for existing contracts approaches. To the extent the Company has entered
into large contracts to which a significant part of its resources are committed,
the failure to obtain new contracts upon the completion of such contracts could
adversely affect the Company's results of operations.
Dependence on Senior Management
The Company's businesses are managed by a small number of key executive
officers, including Gerry W. Hall, the Company's President, and Chief Executive
Officer and Billy V. Ray, Jr., the Company's Chief Financial Officer. Although
the Company has employment agreements with Mr. Hall and the Presidents of
Telecommunication Services Group, Inc. and Transportation Safety Contractors,
Inc, the Company's other senior executives are not parties to employment
agreements with the Company. The loss of services of certain of the Company's
key executive officers could have a material adverse effect on the business,
financial condition and results of operations of the Company. The Company's
success may also be dependent on its ability to hire and retain additional
qualified management personnel. There can be no assurance that the Company will
be able to hire and retain such personnel.
Competition
The Company competes with other independent contractors in most of the
markets in which it operates. There are relatively few barriers to entry into
such markets and, as a result, any business that has access to adequate
financing and persons who possess technical expertise may become a competitor of
the Company. Because of the highly competitive bidding environment in the United
States for the services provided by the Company, the price of a contractor's bid
has often been the deciding factor in determining whether such contractor was
awarded a master contract or contract for a particular project. There can be no
assurance that the Company's competitors will not develop the expertise,
experience and resources to provide services that achieve greater market
acceptance or that are superior in both price and quality to the Company's
services, or that the Company will be able to maintain and enhance its
competitive position.
The Company also faces competition from the in-house service organizations of
its customers, which employ personnel who perform some of the same types of
services as those provided by the Company. Although a significant portion of
these services is currently outsourced, there can be no assurance that existing
or prospective customers of the Company will continue to outsource
telecommunications infrastructure services in the future. To the extent that the
<PAGE>
Company's customers discontinue outsourcing telecommunications services, the
Company's business, financial condition and results of operations would be
materially adversely affected.
Technological Changes
The telecommunications industry is subject to rapid changes in technology.
Wireline systems used for the transmission of video, voice and data face
potential displacement by various technologies, including wireless technologies
such as direct broadcast satellite television and cellular telephony. An
increase in the use of such technologies could result in the decrease in use of
telecommunications infrastructure which in turn could result in a decrease in
the Company's market share, revenues, income, or other elements of the Company's
business and operations.
Net Assets of International Operations
The Company's Latin American assets (totaling approximately $2.1 million, or
approximately 5.4% of the Company's total assets at October 31, 1996), its
current and future Latin American operations and its other investments in Latin
America are generally subject to the risks of political, economic or social
instability, including the possibility of expropriation, currency devaluation,
hyperinflation, confiscatory taxation or other adverse regulatory or legislative
developments, or limitations on the repatriation of investment income, capital
and other assets. The Company cannot predict whether any of such factors will
occur in the future or the extent to which such factors would have a material
adverse effect on the Company's ability to recover its assets.
Changes in Market Prices of Common Stock
The market price of the Common Stock may vary from the market price at the
date of this Prospectus. Such variation may be the result of changes in the
business, operations or prospects of the Company, general market, economic and
industry conditions, the results of operations, liquidity, regulatory
considerations, and the market's perception of the prospects of the Company as
well as other factors affecting the Company, including the risk factors set
forth herein.
Shares Eligible for Future Sale
No assurance can be given as to the effect, if any, that future sales of
shares of Common Stock, or the availability of shares of Common Stock for future
sales, will have on the market price of the Common Stock from time to time.
Future sales of shares of Common Stock (including shares issued upon exercise of
stock options and shares which may be issued upon conversion of currently
outstanding preferred stock and warrants to purchase Common Stock), or the
possibility that such sales could occur, could adversely affect the prevailing
market price of the Common Stock.
<PAGE>
At May 30, 1997, there were 8,313,701 shares of Common Stock outstanding. In
addition, 393,500 shares are issuable upon exercise of currently outstanding
options to purchase Common Stock, and an additional 156,500 shares of Common
Stock are reserved and available for future issuance under the Company's 1995
Stock Option Plan. All such shares, when issued and sold in accordance with the
terms of such options, will be freely tradable.
There are 1,600,000 shares of Common Stock which may be issued upon
conversion of preferred stock and upon the exercise of currently outstanding
warrants to purchase Common Stock, all of which, when issued and sold, will be
freely tradeable. The number of shares is an estimate based upon a currently
indeterminable conversion price; therefore, the number of shares is subject to
adjustment and could be materially less or more than the estimated amount
depending upon factors which cannot be predicted by the Company at this time,
including without limitation, the future market price of Common Stock.
Dividend Policy
The terms of the Company's preferred stock provide that, if the Company pays
a dividend on Common Stock, it must pay a like dividend on the preferred stock.
In addition, no dividends may be paid on Common Stock until all accumulated
dividends on the preferred stock have been paid. Since the issuance of the
preferred stock, the Company has accrued and paid dividends on its preferred
stock quarterly in accordance with the terms of the preferred stock.
Other than the restrictions on dividends contained in its preferred stock,
the Company is not presently subject to any other contractual or legal
limitations on the payment of dividends on Common Stock. Nonetheless, the
Company does not intend to pay any cash dividends on Common Stock for the
foreseeable future. The Company intends to follow a policy of retaining
earnings, if any, to finance the development and expansion of its businesses.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders, although the Company is entitled to receive the
exercise price of the options under which the Shares are acquired by the Selling
Shareholders. The proceeds received by the Company as a result of the exercise
of the options may be used for general corporate purposes.
SELLING SHAREHOLDERS
The names of all of the holders of the Company's Common Stock who may be or
become eligible to sell Shares pursuant to this Prospectus are not presently
known to the Company. The following persons will, upon the options granted to
them under the Plans becoming exercisable, be eligible to sell pursuant to this
Prospectus the number of Shares specified in the table below opposite his or her
name and have requested to be identified as a Selling Shareholder in this
Prospectus.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of
Selling Shareholder/ of Class Owned Shares
Position with Company as of Eligible Number of Shares
June 17, 1997 (1) To Be Sold Owned After Sale
- ------------------------ ----------------- ---------- -----------------
<S> <C> <C> <C>
Gerry W. Hall, President,
Chief Executive Officer, and 27,500 27,500 0
Director
Frazier L. Gaines, President
of Able Telcom
International, Inc. and 681,912 110,000 571,912
Director
Daniel L. Osborne, Former 100,500 100,500 0
Officer
Billy B. Caudill, Former 431,983 10,000 421,983
Director
Gaston Moons 40,000 40,000 0
William J. Mercurio, Director 158,800 156,800 2,000
Robert C. Nelles, Director 10,000 10,000 0
Joseph P. Powers, President 5,000 5,000 0
TSGI
------------ ----------- ------------
Total 1,455,695 459,800 995,895
</TABLE>
(1)Includes shares subject to options which are exercisable within sixty days
of the date of this Prospectus.
(2)Assumes the sale of the total number of shares issuable upon the exercise of
all outstanding options issued pursuant to the 1995 Stock Option Plan as of
the date hereof; and the sale of the total number of shares issued pursuant
to certain individual plans and certain written compensation agreements.
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock are being registered for reoffers and resales by
the Selling Shareholders for their own accounts. Such shares of Common Stock may
be sold from time to time by any of the Selling Shareholders or by pledgees,
donees, transferees or other successors in interest, directly to purchasers, in
one or more transactions (which may involve one or more block transactions) on
Nasdaq, in sales occurring in the public market outside of Nasdaq in separately
negotiated transactions or in a combination of such transactions, at market
prices prevailing at the time of such sale, at prices related to such prevailing
prices or at prices otherwise negotiated.
Certain of the Selling Shareholders may be limited in the amount of shares of
Common Stock which they may sell during any three month period as a result of
the volume limitations contained in Rule 144 of the Securities Act. The amount
of shares of Common Stock which may be sold by such Selling Shareholders within
any three month period may not exceed the greater of (i) one percent of the
shares of Common Stock of the Company outstanding as shown by the most recent
report filed by the Company; or (ii) the average weekly reported volume of
trading in shares of Common Stock on Nasdaq during the four calendar weeks
preceding the filing of the forms required under Rule 144 (or if no such notice
is required, the date of receipt of the order by a broker-dealer to execute the
transaction directly with a market maker), or (iii) the average weekly volume of
trading in the shares of Common Stock reported through the consolidated
transaction reporting system under the Exchange Act during such four week
period.
The Selling Shareholders may effect such transactions by selling the shares
to or through broker-dealers and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the shares for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions). The Selling Shareholders and any broker-dealers that participate
in the distribution of the shares may be deemed "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commissions received by
them and any profit on the resale of the shares sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares of
Common Stock through a block trade, a special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemental
prospectus will be filed, if required, pursuant to Rule 424(c) of the Securities
Act, disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
<PAGE>
There can be no assurances that any of the Selling Shareholders will sell any
or all of the shares of Common Stock offered by them hereunder.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed on for the
Company by Holland & Knight LLP, One East Broward Boulevard, Fort Lauderdale,
Florida 33301.
EXPERTS
The consolidated financial statements and schedule of Able Telcom Holding
Corp. for the years ended October 31, 1996 and 1995 included in its Annual
Report on Form 10-K/A, for the year ended October 31, 1996 have been audited by
Ernst & Young LLP, independent certified public accountants, as set forth in
their report included therein. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedule of Able Telcom Holding
Corp. for the year ended October 31, 1994, included in its Annual Report on Form
10-K/A for the fiscal year ended October 31, 1996, have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as set forth in
their report included therein. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
The financial statements of Georgia Electric Company for the years ended
December 31, 1995, 1994 and 1993 included in the Company's Current Report on
Form 8-K/A-1, dated December 20, 1996, have been audited by Mitchell, Honeycutt
& Ray, P.C., independent certified public accountants, as set forth in their
reports included therein. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
The financial statements of H.C. Connell, Inc. for the years ended June 30,
1995, 1994 and 1993 included in the Company's Current Report on Form 8-K/A-3,
dated May 30, 1997, have been audited by Shumacker, Johnston & Ross, P.A.,
independent certified public accountants, as set forth in their reports included
therein. Such financial statements are incorporated herein by reference in
reliance upon such reports given the authority of such firm as experts in
accounting and auditing.
<PAGE>
======================================= ===================================
No dealer, salesman, or any other
person has been authorized to give any
information or to make any
representations or projections of
future performance other than those
contained in this Prospectus, and any
such other information, projections 459,800 Shares
or representations if given or made Common Stock
must not be relied upon as having been
so authorized. The delivery of this
Prospectus of any sale hereunder at any
time does not imply that the information
herein is correct as of any time
subsequent to its date. This Prospectus Able Telcom Holding Corp.
does not constitute an offer to sell or
a solicitation of any offer to buy any
of the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer or
solicitation.
---------------------
<TABLE>
<CAPTION>
Table of Contents
<S> <C>
Page ____________________
Available Information..............2
Incorporation of Certain Documents PROSPECTUS
by Reference.....................2 ____________________
Forward-Looking Statements.........4
The Company........................4
Risk Factors.......................4
Use of Proceeds...................10
Selling Shareholders..............10
Plan of Distribution..............11
Legal Matters.....................13
Experts...........................13
</TABLE>
=======================================
_____________________ June 18, 1997
======================================= ===================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Commission by the
Company pursuant to the Exchange Act (Commission File No. 0-21986) are
incorporated by reference in this Prospectus:
<TABLE>
<S><C>
(1) Annual Report on Form 10-K for the fiscal year ended October 31, 1996
(the "Annual Report");
(2) Amendment on Form 10-K/A, filed May 30, 1997, amending ("Annual
Report");
(3) Quarterly Report on Form 10-Q for the fiscal quarter ended January
31, 1997;
(4) Amendment on Form 10-Q/A, filed April 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
(5) Amendment on Form 10-Q/A-2, filed May 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
(6) Current Report on Form 8-k, dated December 21, 1995 (reporting an
event that occurred on December 8, 1995);
(7) Amendment on Form 8-K/A-1, dated February 20, 1996, amending Current
Report on Form 8-K dated December 22, 1995 (reporting an event that
occurred on December 8, 1995);
(8) Amendment on Form 8-K/A-2, dated May 6, 1997 (amending Current Report
on Form 8-K dated December 22, 1995 reporting an event that occurred
on December 8, 1995);
(9) Amendment on Form 8-K/A-3, dated May 30, 1997 (amending Current Report
on Form 8-K dated December 22, 1995 reporting an event that occurred
on December 8, 1995;
(10) Current Report on Form 8-K dated December 2, 1996;
(11) Amendment on Form 8-K/A-1, dated December 20, 1996, amending
Current Report on Form 8-K dated October 12, 1996;
(12) Current Report on Form 8-K dated December 20, 1996;
(13) Amendment on Form 8-K/A-1, dated February 11, 1997, amending
Current Report on Form 8-K dated December 2, 1996;
(14) Current Report on Form 8-K/A-2 dated May 6, 1997 (amending Form
8-K dated October 12, 1996).
(15) The description of the Company's Common Stock, par value $.001 per
share, as contained under the caption "Description of Capital Stock"
in the Company's Registration Statement on Form S-1 declared effective
on February 1, 1994.
</TABLE>
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock made hereby shall be deemed
to be incorporated by reference in the Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 607.0850 of the Florida Business Corporation Act grants each
corporation organized thereunder the power to indemnify its officers and
directors against liability for certain of their acts.
Article V of the Corporation's Bylaws contains the following provision with
respect to the liability of the Corporation's Directors to the Corporation:
The Corporation shall indemnify any and all persons who may serve or which
have served at any time as directors or officers, or which at the request of
the Board of Directors of the Corporation may serve or at any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors
and assigns, against liability incurred by such persons in connection with
any proceeding, and against expenses actually and reasonably incurred in
connection therewith, in which they, or any of them are made parties, or a
party, or which may be asserted against them or any of them, by reason of
being or having been directors or officers or a director or officer of the
Corporation, or of such other corporation, if such persons acted in good
faith in a manner they reasonably believed to be in, or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, had not reasonable cause to believe their conduct was unlawful.
Such indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any laws, bylaw, agreement, vote of
stockholders or otherwise.
<PAGE>
The Corporation has directors and officers liability insurance. In addition
to covering directors and officers of the Corporation, the insurance also
insures the Corporation against amounts paid by it to indemnify such directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Numbers Description
<S> <C>
4.1* 1995 Stock Option Plan
4.2a* Form of Employee Incentive Stock Option Agreement
4.2b* Form of Director's Nonqualified Stock Option Agreement
4.3* Stock Option Agreement between the Corporation and William J.
Mercurio, dated June 30, 1995
4.4* Stock Option Agreement between the Corporation and Daniel L.
Osborne, dated January 14, 1993
4.5* Stock Option Agreement between the Corporation and Frazier L.
Gaines, dated September 14, 1992
4.6* Stock Option Agreement between the Corporation and Gaston
Moons, dated June 30, 1995
4.7* Subscription Agreement between the Corporation and Bill B.
Caudill, dated December 6, 1995
4.8* Subscription Agreement between the Corporation and Frazier L.
Gaines, dated December 6, 1995
4.9 Form of Nonqualified Stock Option Agreements with respect to the
following shareholders: Gerry W. Hall-27,500 shares; Billy B.
Caudill-10,000 shares; Robert C. Nelles-10,000 shares; William J.
Mercurio-75,000 shares and Daniel L. Osborne-25,000 shares.
5.1* Opinion of Holland & Knight LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3* Consent of Holland & Knight LLP is included in their opinion
filed as Exhibit 5.1 to this Registration Statement.
23.4 Consent of Mitchell, Honeycutt & Ray, P.C.
23.5 Consent of Schumacker, Johnston & Ross, P.A.
24.1* Power of Attorney (included on signature page).
</TABLE>
- ----------------------
* Previously filed
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; or
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
<PAGE>
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of West Palm Beach, State of Florida, on June 18, 1997.
Able Telcom Holding Corp.
By:/s/Gerry W. Hall
----------------------------------
Gerry W. Hall
President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- --------------------- --------------
<S> <C> <C>
/s/ Gerry W. Hall President, Chief
- -------------------------- Executive Officer,
Gerry W. Hall and Director June 18, 1997
/s/ Billy V. Ray, Jr.
- --------------------------
Billy V. Ray, Jr. Chief Financial Officer June 18, 1997
- --------------------------
Richard J. Sandulli Director June 18, 1997
/s/ William J. Mercurio
- --------------------------
William J. Mercurio Director June 18, 1997
/s/ Frazier L. Gaines
- --------------------------
Frazier L. Gaines Director June 18, 1997
- --------------------------
Robert C. Nelles Director June 18, 1997
- --------------------------
Jonathan Bratt Director June 18, 1997
/s/ Gideon J. Taylor
- --------------------------
Gideon J. Taylor Chairman June 18, 1997
</TABLE>
<PAGE>
EHHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Numbers Description
- ----------- --------------------------------------------------------------
<S> <C>
4.1* 1995 Stock Option Plan
4.2a* Form of Employee Incentive Stock Option Agreement
4.2b* Form of Director's Nonqualified Stock Option Agreement
4.3* Stock Option Agreement between the Corporation and William J.
Mercurio, dated June 30, 1995
4.4* Stock Option Agreement between the Corporation and Daniel L.
Osborne, dated January 14, 1993
4.5* Stock Option Agreement between the Corporation and Frazier L.
Gaines, dated September 14, 1992
4.6* Stock Option Agreement between the Corporation and Gaston
Moons, dated June 30, 1995
4.7* Subscription Agreement between the Corporation and Bill B.
Caudill, dated December 6, 1995
4.8* Subscription Agreement between the Corporation and Frazier L.
Gaines, dated December 6, 1995
4.9 Form of Nonqualified Stock Option Agreements with respect to the
following shareholders: Gerry W. Hall-27,500 shares; Billy B.
Caudill-10,000 shares; Robert C. Nelles-10,000 shares; William J.
Mercurio-75,000 shares and Daniel L. Osborne-25,000 shares.
5.1* Opinion of Holland & Knight LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3* Consent of Holland & Knight LLP is included in their opinion
filed as Exhibit 5.1 to this Registration Statement.
23.4 Consent of Mitchell, Honeycutt & Ray, P.C.
23.5 Consent of Schumacker, Johnston & Ross, P.A.
24.1* Power of Attorney (included on signature page).
</TABLE>
- ----------------------
* Previously filed
<PAGE>
Exhibit 4.9
Form of Nonqualified Stock Option Agreement
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the _____day of _________, 1997 by and between
ABLE TELCOM HOLDING CORP., a Florida corporation (the "Company"), and
_____________________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has established and adopted its 1995 Stock Option
Plan (the "Plan"), pursuant to which it may grant options to purchase shares of
its common stock, $.01 value per share (the "Common Stock"), to Directors of the
Company;
WHEREAS, Optionee is a member of the Board of Directors of the Company,
and has been granted options to purchase share of Common Stock; and
WHEREAS, Optionee and the Company desire to establish the terms and
conditions of such options in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to and upon the terms and conditions set forth
in this Agreement, the Company hereby grants to Optionee a Nonqualified Stock
Option (sometimes hereinafter referred to as "Option") to
purchase_________________ (________) shares (the "Option Shares") during the
specified term of this Option, at a price equal to _________________ ($_______)
per share. This Option is granted pursuant to the terms and conditions of the
Plan, all of which terms and conditions are hereby incorporated by reference
into this Agreement.
2. Specified Term; Time of Exercise. This Option shall vest and shall be
exercisable, subject to the provisions of Section 7 hereof, as of the date
hereof. All Options shall expire and terminate on the date two (2) years the
date hereof. While exercisable, Optionee may exercise all or any portion of this
Option.
3. Transferability of Option. This Option shall not be transferable
by the Optionee other than at death, and this Option is exercisable during
the Optionee's lifetime only by the Optionee.
4.. Adjustment in the Event of Change in Capital Structure,
Reorganization, Anti- Dilution or Accounting Changes. In the event of a change
in the corporate structure or shares of the Company, subject to any required
action by the shareholders, the Company shall make such equitable adjustments
with respect to dilution or accretion as it may deem appropriate in the number,
kind and in the exercise price of the unexercised Option Shares granted by this
Agreement. For purposes of this section, a change in the corporate structure or
shares of the Company shall include, but is not limited to, changes resulting
from a recapitalization, stock split, reverse split, consolidation, rights
offering, stock dividend, reorganization or liquidation.
<PAGE>
This Agreement shall not in any way affect the right of the Company to make
changes in its capital structure including, without limitation, the issuance of
any additional shares of any class of its capital stock, or to merge or
dissolve, liquidate or sell all or any part of its business or assets. In no
event shall Optionee be entitled to any adjustments as a result of the issuance
of any additional shares of any class of the Company's capital stock where the
consideration received by the Company is equal to or greater than the fair
market value of such shares, as reasonably determined by the Board of Directors
of the Company.
5. Privilege of Stock Ownership. Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Option
Shares unless and until the Option shall have been exercised pursuant to the
terms hereof, the Company shall have issued and delivered the shares to
Optionee, and Optionee's name shall have been entered as a stockholder of record
on the books of the Company. Thereupon, Optionee shall have full voting and
other ownership rights with respect to such shares.
6. Manner of Exercising Option.
A. This Option may be exercised only as to whole shares and only by
written notice signed by Optionee (or in the case of exercise after Optionee's
death or disability, by Optionee's legal representative, executor,
administrator, heir or legatee, as the case may be) and mailed or delivered to
the President or Secretary of the Company at its principal office, which notice
shall: (i) specify the number of Option Shares with respect to which the Option
is being exercised; (ii) be accompanied by payment in full in cash; (iii) if the
shares of Common Stock issuable upon exercise of the Option are not then covered
by a current registration statement of the Company under the Securities Act of
1933, as amended (the "Securities Act"), include a statement to the effect that
Optionee, or other person exercising the Option, is purchasing the Option Shares
for investment and not with a view to, or for sale in, any distribution thereof;
and (iv) if the Option is being exercised by a person or persons other than
Optionee, be accompanied by proof satisfactory to the Company and its counsel,
that such person or persons have the right to exercise the Option. Prior to the
issuance of the Option Shares hereunder, Optionee shall execute and deliver to
the Company such other representations in writing as may be reasonably requested
by the Company in order for it to comply with the applicable requirements of
Federal and state securities laws.
B. This Option shall be deemed to have been exercised with respect to the
Option Shares specified in said notice at the time of receipt by the Company of:
(i) the notice specified in Section 7(A) hereof; (ii) any representations
reasonably required by the Company pursuant to Section 7(A) hereof; and (iii)
the payment required in Section 7(A) hereof.
C. Unless the shares of Common Stock issuable upon exercise of the Option
are covered by a then current registration statement of the Company under the
Securities Act, the certificates representing the Option Shares issued or to be
issued hereunder shall be stamped or otherwise imprinted with legends
substantially in the following form:
<PAGE>
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT
BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH LAWS.
7. Securities Law Requirements.
A. No Option granted hereunder shall be exercisable, in whole or in
part, and the Company shall not be obligated to sell any Option Shares if such
exercise and sale would, in the opinion of counsel for the Company, violate the
applicable requirements of Federal or state securities laws. Each Option shall
be subject to the further requirement that, if at any time the Company shall
determine in its discretion that the listing or qualification of the Option
Shares under any securities exchange requirements or under any applicable law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issuance of the Option
Shares, such Option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
B. If any law or regulation of any state or Federal commission or
agency having jurisdiction shall require the Company or the Optionee to take any
action with respect to the Option Shares, then the date upon which the Company
shall deliver or cause to be delivered, the certificate or certificates for the
Option Shares shall be postponed until full compliance shall have been made with
all such requirements.
8. Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, except by a writing signed by the party
as to whom enforcement of any such amendment, supplement, waiver, or
modification is sought and making specific reference to this Agreement.
9. Assignments. This Agreement may not be assigned by the Optionee.
10. Further Assurances. The parties hereby agree from time to time to
execute and deliver such further and other transfers, assignments and documents
and do all matters and things which may be convenient or necessary to more
effectively and completely carry out the intentions of this Agreement.
<PAGE>
11. Binding Effect. All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective administrators, executors,
legal representatives, heirs, successors and permitted assigns.
12. Governing Law. This Agreement and all transactions contemplated
by this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Florida without regard to
principles of conflicts of laws.
13. Entire Agreement. This Agreement represents the entire
understanding and agreement among the parties with respect to the subject
matter hereof, and supersedes all other negotiations, understandings and
representations (if any) made by and among such parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
ABLE TELCOM HOLDING CORP. ABLE TELCOM HOLDING CORP.
By:___________________________ By:___________________________
Gideon D. Taylor William J. Mercurio
Chairman of the Board President & Chief Executive
Officer
OPTIONEE
------------------------------
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-8)
pertaining to the 1995 Stock Option Plan of Able Telcom Holding Corp. and to the
incorporation by reference therein of our report dated January 22, 1997, except
for the last paragraph of Note 8 as to which the date is January 31, 1997, with
respect to the consolidated financial statements and schedule of Able Telcom
Holding Corp. included in its Annual Report (Form 10-K/A) for the year ended
October 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
West Palm Beach, Florida
June 16, 1997
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Able Telcom Holding Corp.
We consent to the use of our report incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick, LLP
--------------------------------
KPMG Peat Marwick, LLP
Tampa, Florida
June 13, 1997
<PAGE>
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Able Telcom Holding Corp.
We consent to the use of our reports dated March 13, 1996, February 26, 1994 and
July 21, 1993 relating to the audited financial statements of Georgia Electric
Company that are incorporated by reference herein and to the reference to our
firm under the heading "Experts" in the prospectus.
/s/ Mitchell, Honeycutt & Ray, P.C.
------------------------------------
Mitchell, Honeycutt & Ray, P.C.
Smyrna, Georgia
June 13, 1997
<PAGE>
Exhibit 23.5
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Able Telcom Holding Corp.
We consent to the use of our reports on the audited financial statements of H.C.
Connell, Inc. for the years ended June 30, 1995, 1994 and 1993, included in your
various filings with the Securities and Exchange Commission, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ Shumacker, Johnston & Ross, P.A.
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Shumacker, Johnston & Ross, P.A.
Leesburg, Florida
June 13, 1997
