As filed with the Securities and Exchange Commission on May 18, 2006
Registration No. 333-56044
--------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------------
ABLE ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 22-3520840
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
198 Green Pond Road Rockaway, New Jersey 07866
(Address of principal executive offices) (Zip Code)
(973) 625-1012
-------------------------------------
1999 Stock Option Plan
and
2000 Stock Bonus Plan
-------------------------------------
Gregory D. Frost
Chief Executive Officer
198 Green Pond Road Rockaway, New Jersey 07866
(Name and address of agent for service)
(973) 625-1012
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
Proposed Proposed
Title of Proposed Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price(2) Fee
---------- ----------- ------------ ---------- -----------
Common Stock 700,000 $3.00 $2,100,000 $ 525.00
$0.001 par value shares (3)
Common Stock 350,000 $3.00 $1,050,000 $ 262.50
$0.001 par value shares (4)
=========
Total Registration Fee: $ 787.50*
----------------------------------------------------------------------------------------------
* Registration Fee previously paid.
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Stock Option Plan and the
2000 Stock Bonus Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Able Energy, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(c) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Common Stock of Able Energy, Inc. on
February 15, 2000, as reported on the OTC Electronic Bulletin Board.
(3) Represents shares underlying options that may be issued pursuant to the
registrant's 1999 Stock Option Plan.
(4) Represents shares that may be issued pursuant to the registrant's 2000
Stock Bonus Plan.
Part II
EXPLANATORY NOTE
This Post-Effective Amendment Number 2 to Form S-8 is being submitted solely to
replace the auditor's consent filed as Exhibit 23.1 to the Form S-8 filed
February 22, 2001, with the consent attached to this filing as Exhibit 23.1.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on May 18, 2006.
ABLE ENERGY, INC.
By: /s/ Gregory D. Frost
-----------------------
Gregory D. Frost
Title: CEO, Chairman
SIGNATURE TITLE DATE
---------- ----- ----
/s/ Christopher P. Westad Director May 18, 2006
---------------------------
Christopher P. Westad
/s/ Stephen Chalk Director May 18, 2006
---------------------------
Stephen Chalk
Director May 18, 2006
---------------------------
Patrick O'Neill
Director May 18, 2006
---------------------------
Edward C. Miller, Jr.
/s/ Alan E. Richards Director May 18, 2006
---------------------------
Alan E. Richards
/s/ Gregory D. Frost Director May 18, 2006
---------------------------
Gregory D. Frost
Director May 18, 2006
---------------------------
Solange Charas
/s/ Mark Barbera Director May 18, 2006
---------------------------
Mark Barbera