Argan, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of Issuer)
Common Stock, $0.15 Per Share Par Value
(Title of Class of Securities)
(CUSIP Number)
Jeffery A. Bahnsen, Esq.
Greenberg Traurig, P.A.
450 South Orange Avenue, Suite 650
Orlando, FL 32801
(407) 418-2351
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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NAMES OF REPORTING PERSONS:
Kevin Thomas |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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SC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Florida
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SOLE VOTING POWER: |
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| NUMBER OF |
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1,675,829 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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1,675,829 |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,675,829 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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44% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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Item 1. Security and Company
The title of the class of equity securities to which this statement relates is the common stock,
par value $0.15 per share (the “Common Stock”), of Argan, Inc., a Delaware corporation (the
“Company”). The address of the Company’s principal executive offices is One Church Street,
Suite 302, Rockville, MD 20850.
Item 2. Identity and Background
(a) Name: Kevin Thomas (“Thomas”)
(b) Residence: 6620 Daniels Road, Naples, Florida 34109
(c) Principal Occupation: Employed as the CEO of Vitarich Laboratories, Inc., a wholly-owned
subsidiary of the Company located at 4365 Arnold Avenue, Naples, Florida 34104
(d) Thomas has not, during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Thomas has not, during the past five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding Thomas was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Florida
Item 3. Source and Amount of Funds or Other Consideration
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on
September 7, 2004 by Argan, Inc. (the “Company”), on August 31, 2004 the Company entered
into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with AGAX/VLI
Acquisition Corporation (“Subsidiary”), Vitarich Laboratories, Inc. (“Vitarich”)
and Kevin J. Thomas (“Thomas”) regarding a merger of Subsidiary and Vitarich
(“Merger”), whereby, among other things, the Company issued to Thomas “Additional Cash
Consideration” and “Additional Stock Consideration” (as such terms are defined in the Merger
Agreement, and are collectively referred to herein as the “Additional Consideration”).
On July 5, 2005, the Company and Thomas entered into a letter agreement (the “Earn Back
Agreement”) concerning the calculation of Additional Consideration due Thomas. In the Earn
Back Agreement, the Company agreed to pay Thomas $594,000 in a subordinated note and issue 76,645
shares of the Company’s common stock as an additional component of the Additional Consideration.
On December 8, 2005, Thomas was issued 74,537 shares pursuant to the Earn Back Agreement (the other
2,108 shares were issued to advisors of Thomas to the Merger).
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Item 4. Purpose of Transaction
See Item 3 above regarding the purpose for Thomas’ acquisition of the securities of the Company.
Except as set forth above, Thomas has not formulated any plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities of the Company, or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation
involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
(d) Any change in the present board of directors of management of the Company, including any plans
or proposals to change the number of or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend policy of the Company;
(f) Any other material change in the Company’s business or corporate structure;
(g) Changes in the Company’s charter, by-laws, or instruments corresponding thereto or other
actions that may impede the acquisition of control of the Company by any person;
(h) Causing a class of the securities of the Company to be delisted from a national securities
exchange or cease to be authorized to be traded in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or
(j) Any action similar to any of those listed above.
Item 5. Interest in Securities of the Company
(a) Aggregate number and percentage of Common Stock beneficially owned by Thomas: See Items 11
and 13 on the applicable cover page.
(b) Shared versus sole voting and dispositive power with respect to Thomas: See Items 7, 8, 9 and
10 of the applicable cover page.
(c) Except as set forth above, Thomas has not effected any transactions in the securities of the
Company during the past 60 days.
(d) No person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any securities of the Company beneficially owned
by Thomas.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Company
Except as set forth in Items 3 and 4 of this Schedule 13D, Thomas does not have any contract,
arrangement, understanding or relationship (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of any of the securities
of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting power over the
securities of the Company.
Item 7. Material to Be Filed as Exhibits
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| Exhibit 1
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Agreement and Plan of Merger, dated as of August 31, 2004, by
and between Thomas, Vitarich-Florida, the Company and VLI
(incorporated by reference herein to Exhibit 2.1 to Argan Inc’s.
Current Report on Form 8-K/A filed with the Commission on
September 17, 2004). |
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| Exhibit 2
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Earn Back Agreement dated July 5, 2005 by and among Argan, Inc.,
Vitarich Laboratories, Inc. and Kevin J. Thomas (incorporated by
reference herein to Exhibit 10.1 to Argan Inc.’s Current Report
on Form 8-K filed with the Commission on July 7, 2005). |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: August 21, 2006
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/s/ Kevin Thomas
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Kevin Thomas |
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EXHIBIT INDEX
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| Exhibit 1
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Agreement and Plan of Merger, dated as of August 31, 2004, by
and between Thomas, Vitarich-Florida, the Company and VLI
(incorporated by reference herein to Exhibit 2.1 to Argan Inc’s.
Current Report on Form 8-K/A filed with the Commission on
September 17, 2004). |
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| Exhibit 2
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Earn Back Agreement dated July 5, 2005 by and among Argan, Inc.,
Vitarich Laboratories, Inc. and Kevin J. Thomas (incorporated by
reference herein to Exhibit 10.1 to Argan Inc.’s Current Report
on Form 8-K filed with the Commission on July 7, 2005). |
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