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 May 30,
1997 was $7.625 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). 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 June 2, 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:
<TABLE>
<S> <C>
(1) Annual Report on Form 10-K for the fiscal year ended October 31, 1996
(the "Annual Report");
(2) Amendment on Form 10-K/A, filed May 30, 1997, amending the Annual
Report;
(3) Quarterly Report on Form 10-Q for the fiscal quarter ended January
31, 1997;
(4) Amendment on Form 10-Q/A, filed April 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
(5) Amendment on Form 10-Q/A-2, filed May 29, 1997, amending Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1997;
(6) Current Report on Form 8-K, dated December 21, 1995 (reporting an
event that occurred on December 8, 1995);
(7) Amendment on Form 8-K/A-1, dated February 20, 1996, amending Current
Report on Form 8-K dated December 21, 1995 (reporting an event that
occurred on December 8, 1995);
(8) Amendment on Form 8-K/A-2, dated May 6, 1997 (amending Current Report
on Form 8-K dated December 21, 1995 reporting an event that occurred
on December 8, 1995); and
(9) Amendment on Form 8-K/A-3, dated May 30, 1997 (amending Current Report
on Form 8-K dated December 21, 1995 reporting an event that occurred
on December 8, 1995);
(10) Current Report on Form 8-K dated December 2, 1996;
(11) Amendment on Form 8-K/A-1, dated December 20, 1996, amending Current
Report on Form 8-K dated October 12, 1996;
(12) Current Report on Form 8-K dated December 20, 1996;
(13) Amendment on Form 8-K/A-1, dated February 11, 1997, amending Current
Report on Form 8-K dated December 2, 1996;
(14) Current Report on Form 8-K/A-2 dated May 6, 1997 (amending Form 8-K
dated October 12, 1996); and
(15) The description of common stock of the Company as contained under the
caption "Description of Capital Stock" in the Company's Registration
Statement on Form S-1 declared effective on February 1, 1994.
</TABLE>
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock made hereby shall be deemed
to be incorporated by reference in the Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
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.
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 products are provided for an
array of complementary applications including telecommunications infrastructure,
traffic management systems, automated manufacturing systems and utility
networks. The Company is currently organized into four operating groups:
telecommunication services, cable television services, traffic management
services, and communications development. Each group, excluding cable television
services, is comprised of subsidiaries of the Company, each having local
executive management functioning under a decentralized operating environment.
The Company formed the cable television services group to facilitate potential
expansion during 1997.
The Company was incorporated in 1987 in the State of Colorado as "Delta
Venture Fund, Inc." The Company adopted its current name in 1989 and
reincorporated in 1991 under the laws of the State of Florida.
<PAGE>
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 domestic business is derived from
three major customers including a governmental agency, a telephone company and
an industrial manufacturer. At October 31, 1996 and 1995, the Company had
accounts receivable from these customers of $5,453,885 and $1,543,514 or 42% and
15% of total accounts receivable, respectively. Revenues from these customers
accounted for 45%, 27% and 23% of consolidated revenues in fiscal years 1996,
1995 and 1994, respectively.
Approximately 63% of the Company's Latin American revenues are derived from
one customer in Venezuela. Revenues from this customer were approximately 5% of
consolidated revenues in 1996 (6% in 1995; 52% in 1994). Accounts receivable
outstanding for this customer were $257,994 and $1,483,630 at October 31, 1996
and 1995, respectively.
Although the Company's strategic plan envisions diversification of its
customer base, the Company anticipates that it will continue to be dependent on
these several key customers for a significant portion of its revenue. There are
a number of factors that could adversely affect their ability or willingness to
make capital expenditures in the future, which in turn could negatively affect
the Company, including the potential adverse nature of, or the uncertainty
caused by, changes in governmental regulation, technological changes, increased
competition, levels of fiscal spending, adverse financing conditions for the
industry and economic conditions generally.
High Level of Indebtedness; Ability to Service Indebtedness
The Company is highly leveraged. At October 31, 1996, the Company had
$10,115,418 of total debt, of which $4,134,945 was repaid from a portion of the
$6,000,000 of gross proceeds obtained from the December 20, 1996 private
placement of redeemable preferred stock. The company may incur additional
indebtedness from time to time to finance acquisitions or capital expenditures
or for other corporate purposes. In December, 1996, the Company incurred an
additional $3,862,000 of indebtedness in connection with an acquisition.
Interest expense for the years ended October 31, 1996, 1995 and 1994 was
$1,350,440, $1,117,932 and $397,167, respectively. The Company's current debt
service requirements on an annualized basis are $3,650,000 per year.
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.
<PAGE>
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.
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.
<PAGE>
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, Chief
Financial Officer 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.
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.
<PAGE>
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 May 30, 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.
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. Since the issuance
of the preferred stock, the Company has accrued and paid dividends on its
preferred stock quarterly in accordance with the terms of the preferred stock.
Other than the restrictions on dividends contained it its preferred stock,
the Company is not presently subject to any other contractual or legal
limitations on the payment of dividends on Common Stock. Nonetheless, the
Company does not intend to pay any cash dividends on 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.
<PAGE>
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 Maximum Shares
Beneficially Number of Beneficially
Name and Address Owned Prior to Shares Owned After
Offering Offered Hereby Offering
- ----------------------------- ---------------- --------------- ----------------
<S> <C> <C> <C>
Credit Suisse First Boston 437,158(1) 437,158 --
Corporation
11 Madison Avenue
3rd Floor
New York, NY 10010...
Silverton International 437,158(1) 437,158 --
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
$7.625, the closing price for the Company's Common Stock on May 30, 1997
as reported on the NASDAQ National Market System, less a discount of
twelve and one-half percent.
<PAGE>
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
ma
rket 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.
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-3,
dated May 30, 1997, have been audited by Shumacker, Johnston & Ross, P.A.,
independent certified public accountants, as set forth in their reports included
therein. Such financial statements are incorporated herein by reference in
reliance upon such reports given the authority of such firm as experts in
accounting and auditing.
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No dealer, salesman, or any other
person has been authorized to give any
information or to make any
representations or projections of
future performance other than those
contained in this Prospectus, and any 1,600,000 Shares
such other information, projections or Common Stock
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
information herein is correct as of Able Telcom Holding Corp.
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 3
The Company 3
Risk Factors 4 June 2, 1997
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 8
Legal Matters 9
Experts 9
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