UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
AUGUST 9, 2006
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ABLE ENERGY, INC.
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(Exact Name of Registrant as specified in its charter)
Commission File Number 0-20975
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Delaware 22-3520840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
198 Green Pond Road, Rockaway, New Jersey 07866
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(Address of Principal Executive Office
(973) 625-1012
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(Registrant's Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 9, 2006, Able Energy, Inc. (the "Company") entered into a
joint venture agreement with BioEnergy of America, Inc. ("BEA"), a
privately-held Delaware corporation, for the purpose of producing biodiesel fuel
using BEA's exclusive production process at plants (the "Plants") to be
constructed at truck stop plazas, home heating depots and terminals used to
house petroleum products for distribution or resale (collectively the
"Facilities"). The joint venture will operate through USA Biodiesel LLC ("USA"),
a New Jersey limited liability company in which the Company and BEA will each
have a 50% membership interest.
The Plants will be constructed and owned by the Company using BEA's
designs, engineering plans and related technology at Facilities operated and/or
owned by the Company or its affiliates. It is anticipated that the construction
cost of each Plant will be approximately $1.5 million and that each Plant when
fully operational will produce approximately 15 million gallons of biodiesel
fuel per year. USA will operate the Plants and the Company shall have the
exclusive right to purchase all biodiesel fuel produced at the Plants at OPIS
biodiesel prices less industry published discounts for dealer price, distributor
price or jobber price. The Company will make payments for the biodiesel fuel it
purchases from USA on the basis of "net fifteen (15) days."
The Company shall be deemed the manufacturer and blender of the
biodiesel fuel produced at the Plants and as such shall be entitled to all
available tax benefits and tax credits relating to the production of biodiesel
fuel.
USA will pay all of the operating, production and processing expenses
for each Plant including an Annual Use Fee to the Company for use of the Plant
in the amount of $258,000 payable quarterly commencing ninety (90) days after
the Plant is fully operational. A portion of that Annual Use Fee will be used by
the Company to pay for the use of the property at the Facility on which the
Plant is constructed. USA will also pay the costs of soy oil, methanol and
caustic soda necessary for the production of the bio diesel fuel; management
costs; labor and benefits expenses; and, financial and legal costs. USA will not
incur any sales or marketing expenses since the Company will purchase all
biodiesel fuel produced at the Plants.
The Company's initial contribution to USA will be: (i) the costs of
construction of each of the Plants and related equipment necessary for operating
the Plants, all of which, after construction of the Plants shall be owned by the
Company; (ii) initial capital by means of a loan to the Company for funding the
operations of the Company; (iii) the Facilities at which the Plants are to be
constructed; and (iv) office facilities and access to office technology for the
Company. BEA's initial contribution to USA will be: (i) the license design,
engineering plans and technology and related costs and expenses necessary to
construct and operate the Plants at the Facilities; (ii) access to equipment
supplier purchase agreements for equipment for the Plants; (iii) access to soy
oil, methanol and other material purchasing agreements; (iv) for each Plant
constructed, six months of training consisting of three months during the
construction of each of the Plants and three months during initial full
production; and (v) exclusive territorial rights to the manufacturing process to
be used at the Plants.
FORWARD-LOOKING STATEMENTS
Opinions, forecasts, projections or statements other than statements of
historical fact, are forward-looking statements that involve risks and
uncertainties. Forward-looking statements in this announcement are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Actual results may differ materially due
to a number of reasons, including without limitation, that the Company has no
prior experience constructing any Plant or facility for the production of
biodiesel fuel, the availability of sufficient capital resources to carryout the
Company's anticipated level of development and construction of the Plants,
competition, general market conditions, and other risks detailed in the
Company's filings with the Securities and Exchange Commission. You can find the
Company's filings with the Securities and Exchange Commission at
www.ableenergy.com or at www.sec.gov. By making these forward-looking
statements, the Company undertakes no obligation to update these statements for
revisions or changes after the date of this release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 USA Biodiesel LLC Operating Agreement.
99.1 Press Release dated August 15, 2006.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused and authorized this report to be signed on
its behalf by the undersigned.
Dated: August 15, 2006
Able Energy, Inc.
By: s/Gregory D. Frost
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Gregory D. Frost,
Chief Executive Officer