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 19, 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 September 7, 2004, on August 31, 2004, Argan, Inc. (the "Company")
entered into an Agreement and Plan of Merger, as amended (the "Merger
Agreement") with AGAX/VLI Acquisition Corporation, Vitarich Laboratories, Inc.
("Vitarich") and Kevin J. Thomas ("Thomas"), whereby, among other things, the
Company issued to Thomas "Initial Stock Consideration" and "Additional Stock
Consideration" (as such terms are defined in the Merger Agreement, and are
collectively referred to herein as the "Stock Consideration"), which Stock
Consideration was subject to adjustment in the event the Company raised or
failed to raise additional capital (the "Condition") by a certain time period
(the "Adjustment Period"). On January 28, 2005, the Company, Vitarich and Thomas
entered into a letter agreement (the "Letter Agreement") to extend the
Adjustment Period of the Condition to July 31, 2005.
Current Transaction
As of July 31, 2005, the Condition had not occurred. In accordance with the
formula provided in the Letter Agreement to calculate the adjustment to the
Stock Consideration, on August 19, 2005, the Company instructed the transfer
agent to issue to Thomas 535,052 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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2.1 Agreement and Plan of Merger, dated as of August 31, 2004,
by and between Kevin J. Thomas, Vitarich Laboratories,
Inc., Argan, Inc. and AGAX/VLI Acquisition Corporation.
(Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 7, 2004)
10.1 Letter Agreement dated January 28, 2005 by and among
Argan, Inc., Vitarich Laboratories, Inc. and Kevin J.
Thomas. (Filed herewith)
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 19, 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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2.1 Agreement and Plan of Merger, dated as of August 31, 2004,
by and between Kevin J. Thomas, Vitarich Laboratories,
Inc., Argan, Inc. and AGAX/VLI Acquisition Corporation.
(Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 7, 2004)
10.1 Letter Agreement dated January 28, 2005 by and among
Argan, Inc., Vitarich Laboratories, Inc. and Kevin J.
Thomas. (Filed herewith)