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): January 28, 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.
On January 28, 2005, Argan, Inc. (the "Company") sold and issued to MSR I
SBIC, L.P., a Delaware limited partnership ("Investor"), 129,032 shares (the
"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"). The Shares were issued at a
purchase price of $7.75 per share ("Share Price"), yielding an aggregate
purchase price of $999,998. The Shares were issued pursuant to the exemption
provided by Section 4(2) of the Securities Act of 1933, as amended.
Pursuant to the Agreement, the Company has agreed to issue additional
shares of Common Stock to Investor in accordance with the Agreement under
certain conditions upon the earlier of (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 Share Price, subject to certain
exclusions; and (ii) July 31, 2005. The number of additional shares to be issued
would effectively reduce the Investor's purchase price per common share as set
forth in the Agreement.
In addition, the Company has agreed, pursuant to a Registration Rights
Agreement dated as of January 28, 2005 between the Company and Investor, to file
a registration statement relating to the resale of the Shares by Investor, or
any of Investor's successors or permitted assigns, not later than 180 days
following January 28, 2005, subject to certain conditions.
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.
4.2 Registration Rights Agreement dated as of January 28,
2005 between Argan, Inc. and MSR I SBIC, L.P.
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.
ARGAN, INC.
By: /s/ Rainer Bosselmann
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Rainer Bosselmann
Chairman of the Board and
Chief Executive Officer
Date: February 1, 2005
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.
4.2 Registration Rights Agreement dated as of January 28, 2005
between Argan, Inc. and MSR I SBIC, L.P.