-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FDo8uEHku2Le9YSjTLxVusRAe4TzCe+6CwuDJ7IFEHBbyn2ZZZvogr/XWD1Q4E8H aayuZEIz/bIb5pvQkF3Caw== 0000826411-96-000009.txt : 19960322 0000826411-96-000009.hdr.sgml : 19960322 ACCESSION NUMBER: 0000826411-96-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960301 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960321 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABLE TELCOM HOLDING CORP CENTRAL INDEX KEY: 0000826411 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 650013218 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21986 FILM NUMBER: 96537115 BUSINESS ADDRESS: STREET 1: 1601 FORUM PL STREET 2: STE 305 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 4076880400 MAIL ADDRESS: STREET 1: 1601 FORUM PLACE CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURE FUND INC DATE OF NAME CHANGE: 19890312 8-K 1 1 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: March 18, 1996 Able Telcom Holding Corporation (Exact name of registrant as specified in its charter) FLORIDA 0-21986 65-0013218 ------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File No.) identification incorporation) No.)
1601 Forum Place Suite 1110 West Palm Beach, Florida 33401 (Address of principal executive offices) 407-688-0400 (Registrant's telephone number, including area code) Item 5. Other Events On March 1, 1996, Clark W. Barlow ("Barlow"), Chairman of the Board of the Registrant, and C. Douglas Hubbard ("Hubbard"), a Director of the Registrant, notified the Registrant that they were resigning from the Registrant's Board of Directors. Hubbard's letter of resignation stated that its was effective February 16, 1996 and Barlow's letter of resignation stated that it was effective March 1, 1996. The Registrant's 1996 proxy statement, for its 1996 annual meeting of stockholders to be held on March 26, 1996, disclosed that neither Hubbard nor Barlow would stand for re-election. In their letters of resignation, Barlow and Hubbard both stated that the disclosure in the Registrant's 1996 proxy statement was misleading and incomplete regarding the due dates and certain other terms of the notes which were issued to them and another selling shareholder in connection with the Registrant's acquisition of Transportation Safety Contractor's, Inc. ("TSCI") in June 1994. The Registrant's 1996 proxy statement refers to the existence of outstanding promissory notes, each in the amount of $250,000 payable to Hubbard and Barlow. The Registrant's Form 10-K for the fiscal year ended October 31, 1995 states that such notes are due in June 1996 and bear interest at the rate of 10% per annum. Since the filing of the Form 10-K on February 13, 1996, Barlow and Hubbard have demanded immediate payment of the promissory notes plus interest. The notes are classified as current in the Registrant's Consolidated balance sheets at October 31, 1995 and January 31, 1996. As disclosed in the Registrant's Form 10-Q for the fiscal quarter ended January 31, 1996, filed with the Commission on March 15, 1996, the Registrant is currently negotiating with Barlow, Hubbard and the other selling shareholder of TSCI with respect to these notes and has alleged certain offsets with respect to the total amount due. Item 7. Financial Statements and Exhibits. (a) Financial Statements of business acquired: not applicable. (b) Proforma Financial information: not applicable. (c) Exhibits: (1) Letter of Resignation of Clark W. Barlow dated March 1, 1996. (2) Letter of Resignation of C. Douglas Hubbard dated March 1, 1996. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABLE TELCOM HOLDING CORPORATION By: /s/ William J. Mercurio -------------------------------------- William J. Mercurio, President Dated: March 19, 1996 4 EXHIBIT INDEX (1) Resignation Letter of Clark W. Barlow dated March 1, 1996. (2) Resignation Letter of C. Douglas Hubbard dated March 1, 1996. EX-17.1 2 LETTER OF RESIGNATION 1 EXHIBIT 1 Law Offices ALLEN, DELL, FRANK & TRICKLE SUITE 1240, THE BARNETT PLAZA 101 EAST KENNEDY BOULEVARD POST OFFICE BOX 2111 TAMPA, FLORIDA 33601 (813) 223-5361 March 1, 1996 VIA FAX: 407-688-0455 and U.S. MAIL Mr. William J. Mercurio Able Telcom Holding Corp. 1601 Forum Place, Suite 1110 West Palm Beach, Florida 33401 Dear Mr. Mercurio: Clark Barlow has asked me to write you this letter on his behalf. Due to the medical condition concerning his back, he is unable to go to his office to send this letter himself. Effective immediately, Clark resigns from the Board of Directors of Able Telcom Corp. Please reflect his resignation in the Proxy Statement accordingly. Clark hereby advises that the description in the Proxy Statement of the notes and obligations payable to him, Doug and Bill is incomplete and misleading to the shareholders. Accordingly, Clark will not be a party to the sending of this Proxy Statement and strongly recommends that you reconsider the description that is contained in the draft Proxy Statement that was sent to him. Please advise as to when and where you would like him to return his company vehicle. Very truly yours, /s/ROBERT A. MORA ----------------------- Robert A. Mora for Clark W. Barlow RAM/sac cc: Mr. Clark W. Barlow Donn A. Beloff, Esquire EX-17.2 3 LETTER OF RESIGNATION EXHIBIT 2 March 1, 1996 Mr. William J. Mercurio Able Telcom Holding Corp. 1601 Forum Place, Suite 1110 West Palm Beach, Florida 33401 RE: Proxy Statement Dear Mr. Mercurio: This is in response to your fax of February 21, 1996 which included a copy of the draft Proxy Statement. As you know from our conversation on February 16, 1996, which was confirmed by my letter to you of February 21, 1996, I resigned from the Board of Directors effective February 16, 1996. Accordingly, the Proxy Statement should reflect that I am not currently a director. As I have previously advised you, I do not believe that the Proxy Statement accurately discloses the status of the October, 1994 notes payable to me, Clark and Bill. Very truly yours, /s/DOUG HUBBARD - ----------------- Doug Hubbard BR1\F\3893\10685\001 03/18/96 5:15pm 99591.BR1 #3893 (B33 ) BR1\F\3893\10685\001 03/18/96 5:15pm 99591.BR1 #3893 (B33 ) -----END PRIVACY-ENHANCED MESSAGE-----