As filed with the Securities and Exchange Commission on February 20, 1997
Registration Number 333-*****
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Able Telcom Holding Corp.
(Exact name of registrant as specified in its charter)
Florida 65-0013218
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
(561) 688-0400
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
William J. Mercurio.
President and Chief Executive Officer
Able Telcom Holding Corp.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
(561) 688-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement and from time
to time thereafter. If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ] If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection
with dividend as interest reinvestment plans, check the following box. [X] If
this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] If the delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Shares to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) per Share(2) Price Registration Fee
<S> <C> <C> <C> <C>
- ---------------- ---------------- --------------- ------------------ ---------------
Common Stock 1,600,000 $8.625 $13,800,000.00 $4,182
================ ================ =============== ================== ===============
</TABLE>
(1) Represents up to 1,600,000 shares of Common Stock of the
Registrant issuable upon conversion of Series A Preferred Stock and up to
200,000 shares of Common Stock of the Registrant issuable upon exercise of
certain currently outstanding warrants to purchase Common Stock.
(2) Estimated solely for purposes of calculating the registration fee
on the basis of the average of the high and low sale prices for the Common
Stock of the Registrant on February 18, 1997, as reported by the National
Association of Securities Dealers Automated Quotation System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997
PROSPECTUS
1,600,000 Shares
Able Telcom Holding Corp.
Common Stock
This Prospectus relates to the offering of up to 1,600,000 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock") of
Able Telcom Holding Corp. (the "Company") offered by the Selling Shareholders
named herein. See "Selling Shareholders" and "Plan of Distribution." Up to
1,400,000 shares of Common Stock offered hereby are issuable by the Company upon
conversion of Series A Preferred Stock of the Company (the "Preferred Stock")
and up to 200,000 shares of Common Stock offered hereby are issuable by the
Company upon exercise of certain outstanding warrants to purchase Common Stock
(the "Warrants"). Except for the proceeds of the sale of Preferred Stock and the
proceeds to be received by the Company upon exercise of the Warrants, the
Company will not receive any of the proceeds of sales of Common Stock offered
hereby. See "Use of Proceeds."
The Common Stock is traded in the over-the-counter market, and price
quotations therefor are reported on the National Association of Securities
Dealers Automated Quotation System National Market System ("NASDAQ NMS") under
the symbol "ABTE." The last reported sale price of the Common Stock on February
18, 1997 was $8.63 per share.
THE SECURITIES OFFERED HEREBY REPRESENT A SIGNIFICANT DEGREE OF RISK.
INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISKS AND OTHER CONSIDERATIONS
RELATING TO THE COMMON STOCK AND THE COMPANY. SEE "RISK FACTORS BEGINNING ON
PAGE 4.
------------------------------------
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 distribution of the shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, in negotiated transactions,
through the writing of options on the Shares (whether such options are listed on
an options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing a the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling 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 Shares for whom they may act as agent (which compensation may be
in excess of customary commissions).
No person has been authorized in connection with any offering made hereby to
give any information or to make any representations other than those contained
in this Prospectus or any Prospectus Supplement, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company, the selling shareholders, or any underwriter, dealer or agent.
This Prospectus or any Prospectus Supplement does not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
securities to which it relates or any offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 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-3
(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:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996 (the "Annual Report");
(2) The Company's Current Report on Form 8-K dated December 13, 1996; and
(3) The Company's Current Report on Form 8-K dated December 31, 1996.
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.
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.
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<PAGE>
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, " "--Risks Inherent in
Construction Contracts," "Recent Losses Potential......," "--Changes in Market
Prices of Common Stock," "--Shares Eligible for Future Sale," "--Technological
Changes" 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 services are provided for an
array of complementary applications, presently those for 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.
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 totaled
$22,786,000, $9,498,000 and $6,044,000 or 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; 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.
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<PAGE>
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 $2,119,050 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 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; 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 $6,287,000
million and a net loss of approximately $5,910,000 million; for fiscal year
1995, the Company experienced an operating loss of approximately $213,631 and a
net loss of approximately $281,000. 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
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 through fiscal
year 1997.
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,
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<PAGE>
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.
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 William J. Mercurio, the Company's President and Chief
Executive Officer. The loss of services of certain of these executives 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.
During fiscal 1996, a decline in revenue and profitability at TSCI resulted
in the replacement of all its senior operating and financial management with
management obtained through the acquisition of GEC.
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
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<PAGE>
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
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
General Risks of International Business
The Company's Latin American assets, totaling approximately $2.1 million at
October 31, 1996, current and future operations and 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 will 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 offered hereby following 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. At February 20, 1997, there were 8,313,701
shares of Common Stock outstanding. In addition, 339,000 shares are issuable
upon exercise of currently outstanding options to purchase Common Stock, and an
additional 371,500 shares of Common Stock are reserved and available for future
issuance under the Company's 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, offered hereby, which may be
issued upon conversion of the Preferred Stock and upon the exercise of currently
outstanding warrants to purchase Common Stock, all of which, when issued and
sold as described herein, will be freely tradeable. The number of shares,
included herein, 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 the Common Stock.
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Dividend Policy
The Company does not intend to pay any cash dividends 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
Other than the proceeds received by the Company from the exercise of the
Warrants, the Company will not receive any proceeds for the sale of shares
covered by this Prospectus.
Two-hundred thousand shares included in this Prospectus represent shares
underlying the Warrants issued by the Company in connection with the private
placement of the Company's Preferred Stock. No assurance can be given that any
of the Warrants will be exercised; however, in the event that all of the
Warrants are exercised, the Company will receive proceeds of $1,964,000. Any net
proceeds to the Company resulting from the exercise of any or all of the
Warrants may be used for acquisitions or general capital purposes. The Company
has not specifically allocated the proceeds between these uses, and actual
expenditures will depend on a number of factors, including the growth rate of
the Company's business, the timing of such use, and the availability of cash
from other sources, such as operations. Proceeds not immediately required for
the purposes described above will be invested principally in United States
government securities, short term certificates of deposit, money market funds or
other short term, interest bearing investments. The Company does not have any
current material acquisitions of any businesses or products pending.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by the Selling Shareholders listed below
and the number of shares that may be offered for the account of each Selling
Shareholder pursuant to this Prospectus.
All of the shares of Common Stock owned by the Selling Shareholders and all
of the shares of Common Stock offered hereby are issuable by the Company to the
Selling Shareholders upon conversion of the Preferred Stock or upon exercise of
the Warrants. Each of the Selling Shareholders purchased the Preferred Stock and
the Warrants pursuant to a Stock Purchase Agreement dated December 20, 1996 (the
"Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, the
Company issued to each Selling Shareholder 500 shares of Preferred Stock, each
share having a liquidation preference of $6,000 plus accrued and unpaid
dividends and other distributions, together with a Warrant to purchase 100,000
shares of Common Stock. In exchange for the Preferred Stock and a Warrant, each
Selling Shareholder paid the Company $3,000,000.
<TABLE>
<CAPTION>
Shares Benefi-
cially Owned Maximum Num- Share Benefi-
Prior to Offer- ber of shares cially Owned
Name and Address ing Offerd Hereby After Offering
- -------------------------------- ----------- ------------- --------------
<S> <C> <C> <C>
Credit Suisse First Boston
Corporation
11 Madison Avenue
3rd Floor
New York, NY 10010........... 347,826(1) 347,826 0
Silverton International
Limited
129 Front Street
Hamilton HM12
Bermuda...................... 347,826(1) 347,826 0
</TABLE>
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<PAGE>
(1) Represents shares of Common Stock issuable upon conversion of Preferred
Stock held by the Selling Shareholder based upon a price per share of
$8.625, the closing price for the Company's Common Stock on February
18, 1997 as reported on the NASDAQ National Market System.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, in negotiated transactions,
through the writing of options on the Shares (whether such options are listed on
an options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling 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 Shares for whom they may act as agent (which compensation may be
in excess of customary commissions).
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 for the year ended October 31, 1996 have been audited by
Ernst & Young LLP, independent certified public accountants, as set forth in
their report thereon included therein and incorporated herein by reference. 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 for the fiscal year ended October 31, 1996, have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
8
<PAGE>
=========================================== ===================================
No dealer, salesman, or any other
person has been autho rized to give
any information or to make any represent-
ations or projections of future perform-
ance other than those contained in this
Prospectus, and any such other informa-
tion, projections or representations if 1,600,000 Shares
given or made must not be relied upon Common Stock
as having been so authorized. The deliv-
ery of this Prospectus of any sale here-
under at any time does not imply that the
information herein is correct as of any
time subsequent to its date. This Pros-
pectus does not constitute an offer to
sell or a solici tation 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 soli- Able Telcom Holding Corp.
citation.
--------------------------
Table of Contents
Page
Available Information.....................2
Incorporation of Certain Documents
by Reference.............................2 ------------------
Forward-Looking Statements................3 PROSPECTUS
The Company...............................3 ------------------
Risk Factors..............................4
Use of Proceeds...........................7
Selling Shareholders......................7
Plan of Distribution......................8
Legal Matters.............................8
Experts...................................8
------------------------- February 1997
=========================================== ===================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the issuance of the securities being registered
hereby are estimated as follows:
<TABLE>
<S> <C>
SEC registration fee.......... $ 4,182
Accounting fees and expenses.. 4,000
Legal fees and expenses....... 15,000
Miscellaneous................. 1,000
-------
Total..................... $24,182
</TABLE>
Item 15. Indemnification of Directors and Officers
The Registrant's By-laws and the Florida Business Corporation Act ("FBCA")
provide, in certain cases, for each officer and director of the Company to be
indemnified by the Company against certain costs, expenses and liabilities which
he or she may incur in his or her capacity as such.
Article V of the Registrant's By-laws provides:
"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 and 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 no 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, by-law, agreement,
vote of stockholders or otherwise."
FBCA 607.0850 "Indemnification of officers, directors, employees and agents,"
provides:
(1) A corporation shall have power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of,
the corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he 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 no reasonable
cause to believe his conduct was unlawful. The termination of any proceeding
by judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the corporation
or, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person, who was or is
a party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense
II-1
<PAGE>
or settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made
under this subsection in respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other
court of competent jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
(4) Any indemnification under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification
of the director, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsection
(1) or subsection (2). Such determination shall be made:
(a) By the board of directors by a majority vote of a quorum consist-
ing of directors who were not parties to such proceeding;
(b) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two
or more directors not at the time parties to the proceeding;
(c) By independent legal counsel:
1. Selected by the board of directors prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or
2. If a quorum of the directors cannot be obtained for paragraph (a)
and the committee cannot be designated under paragraph (b), selected by
majority vote of the full board of directors (in which directors who
are parties may participate); or
(d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum
is obtainable, by a majority vote of shareholders who were not parties to
such proceeding.
(5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of
permissibility is made by independent legal counsel, persons specified by
paragraph (4)(c) shall evaluate the reasonableness of expenses and may
authorize indemnification.
(6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if he is ultimately found
not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the board of directors deems
appropriate.
(7) The indemnification and advancement of expenses provided pursuant to
this section are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made
to or on behalf of any
II-2
<PAGE>
director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material
to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful;
(b) A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under which the liabil-
ity provisions of s. 607.0834 are applicable; or
(d) Willful misconduct or a conscious disregard for the best interests
of the corporation in a proceeding by or in the right of the corporation
to procure a judgment in its favor or in a proceeding by or in the right
of a shareholder.
(8) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person, unless otherwise provided when authorized or
ratified.
(9) Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who
is or was a party to a proceeding may apply for indemnification or
advancement of expenses, or both, to the court conducting the proceeding, to
the circuit court, or to another court of competent jurisdiction. On receipt
of an application, the court, after giving any notice that it considers
necessary, may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses, if it determines that:
(a) The director, officer, employee, or agent is entitled to mandatory
indemnification under subsection (3), in which case the court shall also
order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;
(b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the
exercise by the corporation of its power pursuant to subsection (7); or
(c) The director, officer, employee, or agent is fairly and reasonably
entitled to indemnification or advancement of expenses, or both, in view
of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in subsection (1), subsection (2), or
subsection (7).
(10) For purposes of this section, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so
that any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, is in
the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(11) For purposes of this section:
(a) The term "other enterprises" includes employee benefit plans;
(b) The term "expenses" includes counsel fees, including those for
appeal;
II-3
<PAGE>
(c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect
to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding;
(d) The term "proceeding" includes any threatened, pending, or
completed action, suit, or other type of proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the corporation" includes any
service as a director, officer, employee, or agent of the corporation that
imposes duties on such persons, including duties relating to an employee
benefit plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the corporation"
describes the actions of a person who acts in good faith and in a manner
he reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.
(12) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
Item 16. Exhibits
The following exhibits are filed herewith.
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
<S> <C> <C>
3.1 Amendment to Articles of Incorporation of the Incorporated by reference to the
Registrant filed with the Secretary Exhibits to the Company's Current
of State of Florida on December 20, 1996 Report on Form 8-K as filed with
the Commission on December 31, 1996
4.1 Form of Common Stock Certificate Incorporated by reference to the Exhibits to the
Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
4.2 Form of Preferred Stock Certificate Incorporated by reference to the Exhibits to the
Company's Current Report on Form 8-K dated
December 31, 1996
4.3 Form of Registration Rights Agreement Incorporated by reference to the Exhibits to the
between the Registrant and the Selling Company's Current Report on Form 8-K dated
Shareholders December 31, 1996
4.4 Option Agreement between the Registrant Incorporated by reference to the Exhibits to the
and Frazier Gaines Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
4.5 Option Agreement between the Registrant Incorporated by reference to the Exhibits to the
and Daniel L. Osborne Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
4.6 Form of Warrant Incorporated by reference to the Exhibits to the
Company's Current Report on Form 8-K as filed
with the Commission on December 31, 1996
5.1 Opinion of Holland & Knight LLP Filed herewith.
23.1 Consent of Ernst & Young LLP Filed herewith.
23.2 Consent of KPMG Peat Marwick LLP Filed herewith
23.3 Consent of Holland & Knight LLP Included in Exhibit 5.1.
24 Power of Attorney Included on signature page.
</TABLE>
Item 17. 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.
(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.
(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 that 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 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, there fore, 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 February 18,
1997.
ABLE TELCOM HOLDING CORP.
By: /s/ William J. Mercurio
----------------------------------------
William J. Mercurio
President, Chief Executive Officer and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Mercurio and Daniel L. Osborne, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any Registration
Statement (and any and all amendments thereto) related to this Registration
Statement and filed pursuant to Rule 462(b) promulgated by the Securities and
Exchange Commission, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement was signed by the following persons in the capacities and on the dates
stated.
<TABLE>
<S> <C> <C>
Name Title Date
President, Chief Executive Of-
ficer, Chief Financial Officer
/s/ William J. Mercurio and Director (Principle Execu- February 18, 1997
- ----------------------- tive and Financial Officer)
William J. Mercurio
Chief Accounting Officer and
/s/ Daniel L. Osborne Assistant Secretary (Principle February 18, 1997
- ----------------------- Accounting Officer)
Daniel L. Osborne
/s/ William D. Callahan
- -----------------------
William D. Callahan Secretary and Director February 18, 1997
/s/ Frazier L. Gaines
- -----------------------
Frazier L. Gaines Director February 18, 1997
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Bill B Caudill
- ---------------------
Bill B. Caudill Director February 18, 1997
/s/ Robert Nelles
- ---------------------
Robert Nelles Director February 18, 1997
/s/ Gideon Taloy
- ---------------------
Gideon Taylor Director February 18, 1997
/s/ Gerry W. Hall
- ---------------------
Gerry W. Hall Director February 18, 1997
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
<S> <C> <C>
3.1 Amendment to Articles of Incorporation of the Incorporated by reference to the
Registrant filed with the Secretary Exhibits to the Company's Current
of State of Florida on December 20, 1996 Report on Form 8-K as filed with
the Commission on December 31, 1996
4.1 Form of Common Stock Certificate Incorporated by reference to the Exhibits to the
Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
4.2 Form of Preferred Stock Certificate Incorporated by reference to the Exhibits to the
Company's Current Report on Form 8-K dated
December 31, 1996
4.3 Form of Registration Rights Agreement Incorporated by reference to the Exhibits to the
between the Registrant and the Selling Company's Current Report on Form 8-K dated
Shareholders December 31, 1996
4.4 Option Agreement between the Registrant Incorporated by reference to the Exhibits to the
and Frazier Gaines Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
4.5 Option Agreement between the Registrant Incorporated by reference to the Exhibits to the
and Daniel L. Osborne Company's Registration Statement on Form S-1,
as amended (Reg. Num. 33-65854) declared
effective as of February 26, 1994
4.6 Form of Warrant Incorporated by reference to the Exhibits to the
Company's Current Report on Form 8-K as filed
with the Commission on December 31, 1996
5.1 Opinion of Holland & Knight LLP Filed herewith.
23.1 Consent of Ernst & Young LLP Filed herewith.
23.2 Consent of KPMG Peat Marwick LLP Filed herewith
23.3 Consent of Holland & Knight LLP Included in Exhibit 5.1.
24 Power of Attorney Included on signature page.
</TABLE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Able Telcom Holding
Corp. for the registration of 1,200,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 22, 1997, except
for the last paragraph of Note 5 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) 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
February 14, 1997
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
Tampa, Florida
February 17, 1997
