As filed with the Securities and Exchange Commission on ^ April 30,1997
Registration Number 333 - ^ 22105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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. [ ]
^
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 ^_________ 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 (the "Selling Shareholders"). See "Selling
Shareholders" and "Plan of Distribution." Up to 1,400,000 shares of Common
Stock offered hereby are issuable by the Company to the Selling Shareholders
for sale by them 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 to the Selling Shareholders for sale by
them 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
^ April 29, 1997 was ^ $7 23/32 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 ^ 3.
--------------------------------
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). To
the extent required, the purchase price, the names of any such agent, dealer
or underwriter, and any applicable commission or discount with respect to a
particular offering will be set forth in an accompanying Prospectus
Supplement. The aggregate net proceeds to the Selling Shareholders from the
sale of any shares of Common Stock will be the price thereof less the
aggregate agent's commission or underwriter's discount, if any. See "Plan of
Distribution."
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 ^___________ 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) ^ Annual Report on Form 10-K for the fiscal year ended October
31, 1996 (the "Annual Report");
(2) ^ Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 1997;
(3) Amendment on Form 10-Q/A, dated April 23, 1997, amending
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 1997;
(4) Current Report on Form 8-K dated December ^ 2, 1996;
^(5) Amendment on Form 8-K/A-1, dated February 11, 1997, amending
Current Report on Form 8-K, dated December ^ 2, 1996; and
(6) Amendment on Form 8-K/A-1, dated December 20, 1996, amending
Current Report on Form 8-K dated October 12, 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.
<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,"
"Risks Inherent in Construction Contracts,^" "-- Recent Losses; Potential
Need for Additional Financing," "-- 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.
<PAGE>
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 $3,598,780 for
fiscal year 1997.
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 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 of such
covenants since that date.
<PAGE>
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.
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. Although the Company has employment agreements with Mr.
Mercurio and with the President of its Telecommunication Services Group, 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.
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.
<PAGE>
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 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 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 April 29,
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.
<PAGE>
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.
Dividend Policy
The terms of the Company's preferred stock provide that, if the Company
pays a dividend on its common stock, it must pay a like dividend on the
preferred stock. In addition, no dividends may be paid on the common stock
until all accumulated dividends on the preferred stock have been paid. The
Company does not intend to pay any cash dividends on its 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
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.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Shares Maximum Shares
Beneficially Number of Beneficially
Owned Prior Shares Owned After
to Offering Offered Offering
Hereby
-------------------------------------------------------------------
<S> <C> <C> <C>
Credit Suisse First ^ 431,849(1) 431,849 0
Boston Corporation
11 Madison Avenue
3rd Floor New York, NY
10010....
Silverton ^ 431,849(1) 431,849 0
International Fund
Limited
129 Front Street
Hamilton HM12
Bermuda.....
</TABLE>
(1) Represents shares of Common Stock issuable upon conversion of
Preferred Stock held by the Selling Shareholder based upon a price per
share of $7 23/32, the closing price for the Company's Common Stock on^
April 29, 1997 as reported on the NASDAQ National Market System, less
an initial discount of ten percent.
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). The
aggregate net proceeds to the Selling Shareholders from the sale of any
shares of the Common Stock will be the sales price thereof less the
aggregate agent's commission or underwriter's discount, if any. At the time
a particular offer of the shares of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will set
forth the aggregate number of shares of Common Stock being offered, and the
terms of the offering, the name or names of any agents, any underwriting
discounts or commissions and other items constituting compensation from, and
the resulting net proceeds to, the Selling Shareholders, any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
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 ^ 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.
<PAGE>
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 ^ 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-1, dated February 20, 1996, 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 1,600,000 Shares
contained in this Prospectus, and any Common Stock
such other information, projections or
representations if given or made 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 Able Telcom Holding Corp.
information herein is correct as of any
time subsequent to its date. This
Prospectus 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. -----------
----------------- PROSPECTUS
-----------
Table of Contents
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Forward-Looking Statements^ 2
The Company 3
Risk Factors ^3
Use of Proceeds 7
Selling Shareholders 7
Plan of Distribution 8
Legal Matters 8
Experts 8 ^__________ 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.^ 15,000
Legal fees and expenses....... 15,000
Miscellaneous................. 1,000
-------------------------------------
Total............ ^ $35,182
</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 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
<PAGE>
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
consisting 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 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;
<PAGE>
(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
liability 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;
(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;
<PAGE>
(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 Description Method of Filing
Number
- --------------------------------------------------------------------------------
<S> <C> <C>
3.1 Amendment to Articles of Incorporation Incorporated by reference to the
of the Registrant filed with the Secretary Exhibits to the Company's Current
of State of the State of Florida on Report on Form 8-K as filed with the
December 20, 1996 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 Incorporated by reference to the
Certificate Exhibits to the Company's
Current Report on Form 8-K dated
December 31, 1996
4.3 Form of Registration Rights Incorporated by reference to the
Agreement between the Registrant Exhibits to the Company's and the
Selling Shareholders Current Report on Form 8-K dated
December 31, 1996
4.4 Option Agreement between the Incorporated by reference to the
Registrant and Frazier Gaines Exhibits to the Company's
Registration Statement on Form
S-1, as amended (Reg. Num.
33-65854) declared effective as
of February 26, 1994
4.5 Option Agreement between the Incorporated by reference to
Registrant and Daniel L. Osborne 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
4.6 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 To be filed by amendment
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 To be filed by amendment
<PAGE>
^23.4 Consent of Mitchell, Honeycutt & Filed herewith.
Ray, P.C.
23.5 Consent of Shumacker, Johnston & Filed herewith.
Ross, P.A.
24 Power of Attorney Previously Filed.
</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 ^; and
(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.
<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 ^ April 30,
1997.
ABLE TELCOM HOLDING CORP.
By: /s/ William J. Mercurio
-----------------------------
William J. Mercurio
President, Chief Executive Officer and
Chief Financial Officer
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 Officer,
Chief Financial
/s/ William J. Mercurio Officer and Director ^ April 30, 1997
- -----------------------
William J. Mercurio
Director ^ April 30, 1997
- --------------------------
^ Richard J. Sandulli
/s/ Frazier L. Gaines Director ^ April 30, 1997
- --------------------------
Frazier L. Gaines*
/s/ Bill B Caudill Director ^ April 30, 1997
- --------------------------
Bill B. Caudill*
/s/ Robert Nelles Director ^ April 30, 1997
- --------------------------
Robert Nelles*
/s/ Gideon ^ Taylor Director ^ April 30, 1997
- --------------------------
Gideon Taylor*
/s/ Gerry W. Hall Director ^ April 30, 1997
- --------------------------
Gerry W. Hall*
*Signed by Power of Attorney
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Method of Filing
Number
- -------------------------------------------------------------------------------
<S><C> <C>
23.1 Consent of Ernst & Young LLP Filed herewith.
23.2 Consent of KPMG Peat Marwick LLP Filed herewith
^23.4 Consent of Mitchell, Honeycutt & Filed herewith.
Ray, P.C.
23.5 Consent of Shumacker, Johnston & Filed herewith.
Ross, P.A.
24 Power of Attorney Previously Filed.
</TABLE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
We consent to the reference to our firm under the caption "Experts" in Amendment
One to the Registration Statement (Form S-3 No. 333-22105) and related
Prospectus of Able Telcom Holding Corp. for the registration of ^ 1,600,000
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
^ April 29, 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
---------------------
KPMG Peat Marwick LLP
Tampa, Florida
April 30, 1997
Exhibit 23.4
INDEPENDENT AUDITOR'S 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/ Mitchell, Honeycutt & Ray, P.C.
-----------------------------------
Mitchell, Honeycutt & Ray, P.C.
Smyrna, Georgia
April 29, 1997
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.
------------------------------------
Shumacker, Johnston & Ross, P.A.
Leesburg, Florida
April 29, 1997 ^
