UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2005
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31756 13-1947195
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Church Street, Suite 302, Rockville, MD 20850
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 315-0027
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
|_| 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 3.02 Unregistered Sales of Equity Securities.
Background
As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on February 2, 2005 (the "Form 8-K"), on January 28, 2005, Argan,
Inc. (the "Company") issued to MSR I SBIC, L.P., a Delaware limited partnership
("Investor") 129,032 shares (the "Initial Shares") of common stock, par value
$0.15 per share ("Common Stock"), of the Company pursuant to a Subscription
Agreement dated as of January 28, 2005 between the Company and Investor (the
"Agreement") and also agreed to issue additional shares of Common Stock to
Investor in accordance with the Agreement upon the earlier of (the "Condition")
(i) the Company's issuance of additional shares of Common Stock having an
aggregate purchase price of at least $2,500,000 for a consideration per share
less than the $7.75 per share, subject to certain exclusions; or (ii) July 31,
2005. The number of such additional shares to be issued to Investor could not be
ascertained at the time of filing the Form 8-K.
Current Transaction
As of July 31, 2005, the Condition had not occurred. In accordance with the
formula provided in the Agreement to calculate the number of additional shares
to be issued, on August 16, 2005, the Company instructed the transfer agent to
issue to Investor 95,321 shares of Common Stock of the Company pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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4.1 Subscription Agreement dated as of January 28, 2005
between Argan, Inc. and MSR I SBIC, L.P. (Incorporated
by reference herein to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated January 28, 2005, filed
on February 2, 2005).
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.
Date: August 17, 2005 ARGAN, INC.
By: /s/ Rainer Bosselmann
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Rainer Bosselmann
Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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4.1 Subscription Agreement dated as of January 28, 2005
between Argan, Inc. and MSR I SBIC, L.P. (Incorporated
by reference herein to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated January 28, 2005, filed
on February 2, 2005).