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 (Date of earliest event reported): December 8, 2006
ARGAN,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-31756
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13-1947195
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(State
or Other Jurisdiction
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(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
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One
Church Street, Suite 401, Rockville, MD
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20850
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR
240.13e-4(c))
Item
1.01
Entry into a Material Agreement.
The
information described below under Items 2.01, 2.03 and 3.02 is hereby
incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
December 8, 2006, Argan, Inc. (the “Company”)
acquired all of the outstanding membership interests of GPS LLC (as defined
below) and all of the issued and outstanding shares of capital stock of
GPS-Connecticut (as defined below) and GPS-California (as defined below), for
an
aggregate purchase price of $25,000,000, consisting of $11,250,000 in cash
and
3,666,667 shares (valued at $3.75 per share) of common stock of the Company,
as
described in further detail below.
On
December 8, 2006, the Company acquired all of the outstanding membership
interests (the “Membership
Acquisition”)
of
Gemma Power Systems, LLC, a Connecticut limited liability company (“GPS
LLC”),
from
William F. Griffin, Jr. and Joel M. Canino (collectively, the “Sellers”),
pursuant to the terms and conditions of a certain Membership Interest Purchase
Agreement, dated as of December 8, 2006 (“Membership
Purchase Agreement”)
by and
among, the Company, GPS LLC, Gemma Power, Inc., a Connecticut corporation
(“GPS-Connecticut”),
Gemma
Power Systems California, a California corporation (“GPS-California”)
and
the Sellers, a copy of which is attached as Exhibit
10.1
to this
Form 8-K. In consideration for the acquisition of the Sellers’ membership
interests in GPS LLC, the Company paid or will pay (as set forth herein) the
Sellers an amount equal to $20,125,000 (the “Consideration”),
comprised of $11,250,000 in cash (the “Cash
Consideration”)
and
$8,875,000 in common stock of the Company (or 2,366,667 shares; valued at
$3.75
per
share)
(the
“Stock
Consideration”).
The
Consideration is subject to adjustment as set forth in Section 2.2(c) of the
Membership Agreement.
The
Cash
Consideration was paid or is payable by the Company to the Sellers as
follows:
(i)
$8,350,000
of the Cash Consideration was paid on the closing of the Membership Acquisition;
(ii) $810,000
of the Cash Consideration is payable on or before January 10, 2007;
(iii) $90,000
of the Cash Consideration is payable on or before April 10, 2007; and
(iv) $2,000,000
of the Cash Consideration is payable, if and only if, the “Adjusted EBITDA of
the Companies”, as reflected on the “December 31, 2007 Financial Statements”
(such terms in quotes are as defined in the Membership Purchase Agreement),
is
greater than $12,000,000, any such amount to be paid at the earlier of: (i)
March 31, 2008, or (ii) the Company’s receipt of the “Escrow Funds” following
satisfaction of the “Escrow Release Conditions” (such terms in quotes are as
defined in the Second Restated Financing Agreement (as defined in Item 2.03
below)).
At
the
Sellers’ direction, a total of 100,000 shares of the Stock Consideration were
issued to Michael Price, in payment of the commission due him in connection
with
the Membership Acquisition.
In
addition, a portion of the Stock Consideration having an aggregate value of
$2,500,000 (or 666,667 shares of common stock of the Company), was deposited
in
escrow pursuant to a certain Escrow Agreement dated as of December 8, 2006
by
and among the Company, the Sellers, Michael Price (16,667 shares of the 100,000
shares that were issued to Mr. Price at the direction of the Sellers were
included in escrow) and Curtin Law Roberson Dunigan & Salans, P.C., a copy
of which is attached as Exhibit
4.6
to this
Form 8-K, to secure the Sellers’ indemnification obligations under Section 10 of
the Membership Purchase Agreement.
In
connection with the Membership Acquisition, (i) on December 8, 2006, each of
the
Sellers entered into an employment agreement with GPS LLC to continue their
employment with GPS LLC, a copy of each such employment agreement is attached
as
Exhibits
10.3
and
10.4
to this
Form 8-K, (ii) the Company assumed responsibility for payment of premiums of
the
term life insurance policies of the Sellers, up to a face value of $5,000,000
each, and (iii) the Company agreed to grant up to 40,000 qualified or
unqualified stock options to certain employees, which stock options shall be
granted no later than at the first regularly scheduled meeting of the board
of
directors of the Company following December 8, 2006, with a strike price equal
to the price of the Company’s common stock at the time of grant, but in no
event, lower than $4.50 per share.
Simultaneous
with the Membership Acquisition, the Company acquired all of the issued and
outstanding shares of capital stock of GPS-Connecticut and GPS-California (the
“Stock
Acquisition”,
the
Stock Acquisition and the Membership Acquisition are hereinafter collectively
referred to as the “Acquisitions”)
pursuant to the terms and conditions of a certain Stock Purchase Agreement
dated
as of December 8, 2006 by and among the Company, GPS-Connecticut, GPS-California
and the Sellers, a copy of which is attached as Exhibit
10.2
to this
Form 8-K. In consideration for the acquisition of the outstanding capital stock
of GPS-Connecticut and GPS-California, the Company issued to the Sellers and
other stockholders of GPS-Connecticut (the “Other
Stockholders”)
shares
of common stock of the Company having an aggregate value of $4,875,000 (or
1,300,000 shares; valued at $3.75 per share) (“Stock
Payment”;
Stock
Consideration and Stock Payment are collectively referred to herein as the
“Acquisition
Shares”),
allocated as follows: (i) $2,047,500 (or 546,000 shares) for all of the
outstanding capital stock of GPS-Connecticut, and (ii) $2,827,500 (or 754,000
shares) for all of the outstanding capital stock of GPS-California.
In
connection with the Acquisitions, the Company agreed,
(i)
to
file a registration statement to register for resale the Acquisition Shares
pursuant to a certain Registration Rights Agreement dated as of December 8,
2006
by and among the Company and the Sellers, a copy of which is attached as
Exhibit
4.5
to this
Form 8-K,
(ii)
that
in the event that one or more holders (the “Tag
Along Holders”)
of
common stock of the Company (including any successor thereof) transfers (or
agrees to transfer) more than 50% of the outstanding common stock of the
Company, then the Company shall use commercially reasonable efforts to include
the Sellers and the Other Stockholders (including any assignees or successors
thereof), to the extent that they then hold shares of common stock of the
Company, in said sale upon the same terms and subject to the same conditions
as
apply to the Tag Along Holders, and
(iii)
that, in the event the Company proposes any underwritten secondary offering
of
its common stock, the Company will give prior written notice thereof to each
Seller and the Other Stockholders offering them the opportunity to include
in
any such offering such number of shares as they may request in writing not
later
than ten (10) days before such filing, and shall use reasonable efforts to
cause
the managing underwriter to include such shares in such secondary offering.
All
of
the Acquisition Term Loan (as defined below in Item 2.03) was used in connection
with the Acquisitions. See Item 2.03 below for a description of the Acquisition
Term Loan. The Company also used $8,350,000 of the proceeds received in
connection with the Private Offering (as defined in Item 3.02 below) to
consummate the Acquisitions. The information described below under Items 2.03
and 3.02 with respect to the Company’s relationship with the source of funds
used in the Acquisitions is hereby incorporated herein by reference.
Background
By
way of
background, the Company and Southern Maryland Cable, Inc., a wholly-owned
subsidiary of the Company, entered into a Financing and Security Agreement
dated
as of August 19, 2003, as amended, with Bank of America, N.A. (the “Lender”),
whereby the Lender extended to the Company and SMC a certain revolving line
of
credit and a term loan. On May 5, 2006, the Company, SMC, Vitarich Laboratories,
Inc., a wholly owned subsidiary of the Company (“Vitarich”),
and
the Lender entered into an Amended and Restated Financing and Security
Agreement, as amended (“Original
Restated Financing Agreement”)
to,
among other things, extend the maturity date of the revolving line of credit
and
make a new term loan.
Current
Transaction
In
connection with the Acquisitions described in Item 2.01 above, on December
11,
2006, the Company, SMC, Vitarich, GPS-LLC, GPS-Connecticut, GPS-California
and
Gemma Power Hartford, LLC (collectively, the “Borrowers”)
and
the Lender entered into a Second Amended and Restated Financing and Security
Agreement (“Second
Restated Financing Agreement”),
a
copy of which is attached as Exhibit
10.5
to this
Form 8-K, to, among other things, make available a new term loan and a new
standby letter of credit facility to the Borrowers.
In
accordance with the Second Restated Financing Agreement, the Lender has provided
to the Borrowers a revolving line of credit in the amount of $4,250,000 bearing
interest at the LIBOR rate plus 3.25% per annum (“Revolving
Loan”).
The
obligation of the Company to pay the Revolving Loan is evidenced by a Fourth
Amended and Restated Revolving Credit Note dated as of December 11, 2006 by
and
among the Borrowers and the Lender (“Note”),
a
copy of which is attached as Exhibit
10.6
to this
Form 8-K. Pursuant to the Note, interest only on the principal sum of the
Revolving Loan is due and payable monthly on the last day of each month,
commencing on December 30, 2006, with the full amount, including interest
thereon, being due and payable on May 31, 2008. Upon the occurrence of an Event
of Default (as defined in the Note), the Note may become immediately due and
payable at the option of the Lender. The unpaid principal sum upon an Event
of
Default shall bear interest thereafter at the LIBOR rate plus 4.0% until such
Event of Default is cured. In the event that the Borrowers fail to make any
payment under the terms of the Note, within five (5) days after the date such
payment is due, the Borrowers shall pay to the Lender, on demand, a late charge
equal to five percent (5%) of such payment. The Note amends and restates that
certain Third Amended and Restated Revolving Credit Note dated May 5, 2005
(the
“Prior
Note”)
in
favor of the Lender issued pursuant to the Original Restated Financing
Agreement. The indebtedness evidenced by the Prior Note has not been
extinguished or discharged by the Note.
In
addition, if the outstanding principle balance of the Revolving Loan outstanding
from time to time exceeds $4,250,000, the excess shall bear interest at the
LIBOR rate plus 4.0%, and shall be payable, with accrued interest, on demand.
The Borrowers have the option to prepay the Revolving Loan in whole or in part
without premium or penalty. The Borrowers shall also pay to the Lender a
revolving credit facility fee in an amount equal to 0.375% per annum of the
average daily unused and undisbursed portion of the Revolving Loan amount in
effect accruing during each month.
Pursuant
to the Original Restated Financing Agreement, the Lender has made a term loan
to
the Borrowers in the principal amount of $1,500,000, which as of December 11,
2006, had a principal outstanding balance of $1,374,996.99. The obligation
of
the Borrowers to pay the balance of $1,374,996.99 of such term loan (the
“2006
Term Loan”),
with
interest at the LIBOR Rate plus 325 basis points per annum, is evidenced by
an
Amended and Restated 2006 Term Note dated December 11, 2006 (“2006
Term Note”),
a
copy of which is attached as Exhibit
10.7
to this
Form 8-K. The 2006 Term Note shall remain in full force and effect without
setoff, and the Borrowers shall continue to pay the 2006 Term Note in accordance
with the terms of the Second Restated Financing Agreement and the 2006 Term
Note. Pursuant to the 2006 Term Note, the unpaid principal sum, together with
interest, is due and payable in 32 monthly installments of $41,667.67, plus
accrued and unpaid interest, on the last day of each month, commencing on
December 31, 2006, with the full amount, including interest thereon, being
due
and payable on August 31, 2009. Upon an Event of Default (as defined in the
2006
Term Note), the unpaid principal sum shall bear interest thereafter at the
LIBOR
rate plus 4.0% until such Event of Default is cured. In the event that the
Borrowers fail to make any payment under the terms of the 2006 Term Note within
five (5) days after the date such payment is due, the Borrowers shall pay to
the
Lender, on demand, a late charge equal to five percent (5%) of such payment.
The
Borrowers may, at their option, prepay the 2006 Term Loan, in whole or in part,
upon five (5) business days’ prior written notice without premium or penalty.
The 2006 Term Note amends and restates that certain 2006 Term Note dated May
5,
2005 (the “Prior
2006 Term Note”)
in
favor of the Lender issued pursuant to the Original Restated Financing
Agreement. The indebtedness evidenced by the Prior 2006 Term Note has not been
extinguished or discharged by the 2006 Term Note.
Under
the
Second Restated Financing Agreement, the Lender has agreed, subject to the
satisfaction of certain conditions as provided therein, to make an additional
term loan to the Borrowers if requested in writing by the Borrowers in the
principal amount of $8,000,000, with interest at the LIBOR Rate plus 325 basis
points per annum (the “Acquisition
Term Loan”).
The
obligation of the Borrowers to pay the Acquisition Term Loan with interest
shall
be evidenced by a certain Acquisition Term Note dated December 11, 2006, a
copy
of which is attached as Exhibit
10.8
to this
Form 8-K. Pursuant to the Acquisition Term Loan, the unpaid principal sum,
together with interest, is due and payable in 47 monthly installments of
$166,666.67, plus accrued and unpaid interest, on the last day of each month,
commencing on January 31, 2007 and one monthly payment at maturity of
$166,666.51 plus accrued and unpaid interest, with the full amount, including
interest thereon, being due and payable on January 31, 2011. Upon an Event
of
Default (as defined in the Acquisition Term Loan), the unpaid principal sum
shall bear interest thereafter at the LIBOR rate plus 4.0% until such Event
of
Default is cured. In the event that the Borrowers fail to make any payment
under
the terms of the Acquisition Term Loan within five (5) days after the date
such
payment is due, the Borrowers shall pay to the Lender, on demand, a late charge
equal to five percent (5%) of such payment. The Borrowers may, at their option,
prepay the Acquisition Term Loan, in whole or in part, upon five (5) business
days’ prior written notice without premium or penalty. The Borrowers have
deposited in escrow with the Lender an amount equal to $2,000,000 of the
Acquisition Term Loan (the “Escrow
Funds”),
which
shall be released upon the satisfaction of the Escrow Release Conditions (as
such term is defined in the Second Restated Financing Agreement).
The
Borrowers are required to make mandatory payments on the Acquisition Term Loan
as follows: (i) the Acquisition Term Loan shall be reduced by 100% of all net
cash proceeds from (a) sales and other dispositions of property and assets
of
any Borrower and its subsidiaries, subject to exception as provided in the
Second Restated Financing Agreement, (b) the issuance or incurrence after
December 11, 2006 of additional Indebtedness of the Borrowers or any of its
subsidiaries, except as otherwise provided in the Second Restated Financing
Agreement, and (c) the issuance after December 11, 2006 of additional equity
interests in the Borrowers or any of its subsidiaries except as otherwise
provided in the Second Restated Financing Agreement; (ii) if for any fiscal
year, commencing on January 31, 2008, the “Total Funded Debt” to “EBITDA” ratio
as of the last day of such fiscal year is greater than or equal to 1.00, the
Borrowers shall, on the relevant “Excess Cash Flow Application Date”, apply 50%
of such “Excess Cash Flow” toward the prepayment of the Acquisition Term Loan
(those terms in quotes are as defined in the Second Restated Financing
Agreement); and (iii) if for any reason the Borrowers have not satisfied either
of the Escrow Release Conditions (as such term is defined in the Second Restated
Financing Agreement) by February 1, 2008, the Lender shall, without notice,
apply the full amount of the Escrow Funds toward the prepayment of the
Acquisition Term Loan.
In
addition, subject to the provisions of the Second Restated Financing Agreement,
the Borrowers, upon prior approval of the Lender, may obtain standby letters
of
credit from the Lender for the benefit of Travelers Casualty and Surety Company
of America or other similar insurance company (the “Letter
of Credit”),
provided that the obligations under the Letter of Credit does not exceed
$10,000,000. The Borrowers shall pay to the Lender a letter of credit fee equal
to 1% per annum of the face amount of the Letter of Credit. In connection with
the foregoing, the Company pledged an amount equal to $10,000,000 to the Lender,
pursuant to a certain Pledge and Assignment Agreement dated December 11, 2006,
a
copy of which is attached as Exhibit
10.15
to this
Form 8-K, to secure a certain standby letter of credit issued by the Lender
on
behalf of the Borrowers for the benefit of Travelers Casualty and Surety Company
of America.
It
was
agreed that that (a) the Revolving Loan shall be used for the payment of
expenses incurred in the ordinary course of any Borrower’s business, (b) the
Acquisition Term Loan shall be used to finance a portion of the Acquisitions
described in Item 2.01 above, and (c) the Letter of Credit shall be used to
support issuance of bonding to Travelers Casualty and Surety Company of
America.
The
Obligations (as such term is defined in the Second Restated Financing Agreement)
of the Borrowers are secured by all of the Borrowers’ assets of any kind and
nature, whether now owned or hereafter acquired (subject only to Permitted
Liens
as defined therein, if any). The Lender has a first priority, perfected lien
on
all such assets. The Company entered into certain Pledge, Assignment and
Security Agreements, each dated December 11, 2006, for each of its wholly owned
subsidiaries, SMC, Vitarich, GPS LLC, GPS-Connecticut and GPS-California,
pursuant to which the Company pledged to the Lender all of the Company’s right,
title and interest in and to such subsidiaries to secure the Obligations of
such
subsidiaries. In addition, GPS LLC entered into a certain Pledge, Assignment
and
Security Agreement dated December 11, 2006, for its wholly owned subsidiary,
Gemma Power Hartford, LLC (“Gemma-Hartford”),
pursuant to which the GPS LLC pledged to the Lender all of GPS LLC ‘s right,
title and interest in and to Gemma-Hartford to secure the Obligations of
Gemma-Hartford. A copy of each of the foregoing Pledge, Assignment and Security
Agreements are attached to this Form 8-K as Exhibit
10.9
through
Exhibit
10.14.
The
Second Restated Financing Agreement also contains certain: (A) affirmative
covenants, including without limitation, so long as any of the Obligations
(as
such term is defined in the Second Restated Financing Agreement) of the
Borrowers are outstanding, the Borrowers shall, among other things, deliver
annual and quarterly financial statements to the Lender, comply with applicable
law and maintain its books and records; and (B) negative covenants including
without limitation, so long as any of the Obligations of the Borrowers are
outstanding, the Borrowers shall not, among other things: (i) alter or amend
its
capital structure; (ii) authorize any additional class of equity; (iii) issue
any stock or the right to purchase any if its capital stock; (iv) purchase
or
redeem any of its capital stock or outstanding warrants, or declare or pay
any
dividends thereon (other than stock dividends); (v) incur certain indebtedness;
or (vi) enter into any merger or consolidation, or windup or dissolve itself,
or
acquire all or substantially all of the asset of any person, or sell, lease
or
otherwise dispose if its assets.
Item
3.02 Unregistered Sales of Equity Securities.
Gemma
Acquisitions
The
information described above under Item 2.01 is hereby incorporated herein by
reference. As set forth in Item 2.01 above, on December 8, 2006, the Company
issued an aggregate of 3,666,667
shares of common stock of the Company in exchange for the issued and outstanding
capital stock of GPS LLC, GPS-Connecticut and GPS-California, pursuant to an
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
“Securities
Act”).
Private
Offering
On
December 8, 2006, the Company issued an aggregate of 2,853,335 shares
constituting the Buyers Shares and AI Shares (each as defined below)
(collectively, the “Shares”)
of the
Company’s common stock, $.15 par value, at a purchase price of $3.75 per share,
yielding an aggregate purchase price of $10,700,006 (the “Share
Consideration”),
pursuant to the exemption provided by Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated under the Securities Act, as described
in
greater detail below.
On
December 8, 2006, the Company and the Buyers (defined below) entered into a
certain Stock Purchase Agreement, dated as of December 8, 2006 (the
“Buyers
Purchase Agreement”),
a
copy of which is attached as Exhibit
4.1
to this
Form 8-K, pursuant to which, subject to the fulfillment of the Release Condition
(defined below), the Company offered for sale, and the purchasers identified
on
Schedule
A
attached
to the Buyers Purchase Agreement (the “Buyers”)
purchased (the “Buyers
Transaction”),
an
aggregate of 1,853,335 shares (“Buyers
Shares”)
of the
Company’s common stock, $.15 par value. The Buyers Shares were sold at a
purchase price of $3.75 per share, yielding an aggregate purchase price of
$6,950,006. Pursuant to the Buyers Purchase Agreement, the Company has agreed
to
file a registration statement under the Securities Act relating to the resale
of
the Buyer Shares as soon as practicable following the closing of the Buyers
Transaction.
Also,
on
December 8, 2006, the Company and Argan Investments LLC (“AI”)
entered into a separate Stock Purchase Agreement, dated as of December 8, 2006
(the “AI
Purchase Agreement”),
a
copy of which is attached as Exhibit
4.2
to this
Form 8-K, pursuant to which, subject to the fulfillment of the Release Condition
(defined below), the Company offered for sale, and AI purchased (the
“AI
Transaction”;
the AI
Transaction and the Buyers Transaction are collectively referred to as the
“Private
Offering”),
an
aggregate of 1,000,000 shares (the “AI
Shares”)
of the
Company’s common stock, $.15 par value. The AI Shares were sold at a purchase
price of $3.75 per share, yielding an aggregate purchase price of $3,750,000.
In
connection with the AI Transaction, the Company and AI entered into a
Registration Rights Agreement dated as of December 8, 2006, a copy of which
is
attached as Exhibit
4.3
to this
Form 8-K, pursuant to which the Company agreed to file a registration statement
under the Securities Act relating to the resale of the AI Shares as soon as
practicable following the closing of the AI Transaction, but in no event later
than 120 days following the closing of the AI Transaction.
In
connection with the Private Offering, the Company and the Buyers entered into
a
certain Escrow Agreement dated as of December 8, 2006, a copy of which is
attached as Exhibit
4.4
to this
Form 8-K, pursuant to which it was agreed that the Shares and the Share
Consideration were to be deposited in escrow and released (the “Release
Condition”)
only
upon the consummation of the Acquisitions (as described in Item 2.01 above).
Simultaneous with the closing of the Private Offering, on December 8, 2006,
the
Company consummated the Acquisitions. The Company used $8,350,000 of the
proceeds received in connection with the Private Offering to consummate the
Acquisitions. The remaining proceeds of the Private Offering will be used by
the
Company for general corporate purposes. Since the Acquisitions were consummated
simultaneously with the Private Offering, the Shares and Share Consideration
were never deposited in escrow and were released directly to the Buyers and
the
Company, respectively.
MSRI
SBIC, LP (“MSRI”)
and
MSR Fund II, L.P. (“MSR
Fund”)
acquired 92,793 and 440,540 Buyer Shares, respectively. MSRI and MSR Fund are
affiliates of Daniel Levinson, a director of the Company.
Allen
& Company LLC (“Allen
LLC”)
and
Allen SBH Investments, LLC (“Allen
SBH”)
acquired 80,000 and 266,667 Buyer Shares, respectively. Allen LLC and Allen
SBH
are affiliates of James
Quinn, a director of the Company. In addition, James Quinn acquired 26,667
Buyer
Shares for his own account.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The
financial statements required to be filed pursuant to this Item 9.01(a) will
be
filed by amendment not later than 71 calendar days after the date that this
initial report on Form 8-K was required to be filed.
(b) Pro
Forma Financial Information.
The
pro
forma financial information required to be filed pursuant to this Item 9.01(b)
will be filed by amendment not later than 71 calendar days after the date that
this initial report on Form 8-K was required to be filed.
(d) Exhibits.
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Exhibit
No.
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Description
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4.1
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Stock
Purchase Agreement dated as of December 8, 2006 by and among Argan,
Inc.
and the purchasers identified on Schedule A attached
thereto.
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4.2
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Stock
Purchase Agreement dated as of December 8, 2006 by and between
Argan, Inc.
and Argan Investments LLC.
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4.3
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Registration
Rights Agreement dated as of December 8, 2006 by and between Argan,
Inc.
and Argan Investments LLC.
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4.4
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Escrow
Agreement dated as of December 8, 2006 by and among Argan, Inc.,
the
purchasers identified on Schedule A attached thereto and Robinson
& Cole LLP.
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4.5
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Registration
Rights Agreement dated as of December 8, 2006 by and among Argan,
Inc.,
William F. Griffin, Jr. and Joel M.
Canino.
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4.6
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Escrow
Agreement, dated as of December 8, 2006 by and among the Argan,
Inc.,
William F. Griffin, Jr., Joel M. Canino, Michael Price and Curtin
Law
Roberson Dunigan & Salans, P.C
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10.1
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Membership
Interest Purchase Agreement, dated as of December 6, 2006, by and
among,
Argan, Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma
Power
Systems California, William F. Griffin, Jr. and Joel M.
Canino.
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| |
|
|
|
10.2
|
|
Stock
Purchase Agreement, dated as of December 8, 2006, by and among
Argan,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems
California, William F. Griffin, Jr. and Joel M. Canino.
|
| |
|
|
|
10.3
|
|
Employment
Agreement dated as of December 8, 2006 by and between Gemma Power
Systems,
LLC and Joel M. Canino.
|
| |
|
|
|
10.4
|
|
Employment
Agreement dated as of December 8, 2006 by and between Gemma Power
Systems,
LLC and William M. Griffin, Jr.
|
| |
|
|
|
10.5
|
|
Second
Amended and Restated Financing and Security Agreement dated December
11,
2006 by and among Argan, Inc., Southern Maryland Cable, Inc., Vitarich
Laboratories, Inc., Gemma Power Systems, LLC, Gemma Power, Inc.,
Gemma
Power Systems California, Gemma Power Hartford, LLC and Bank of
America,
N.A.
|
| |
|
|
|
10.6
|
|
Fourth
Amended and Restated Revolving Credit Note dated December 11, 2006,
issued
by Argan, Inc., Southern Maryland Cable, Inc., Vitarich Laboratories,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems
California and Gemma Power Hartford, LLC in favor of Bank of America,
N.A.
|
| |
|
|
|
10.7
|
|
Amended
and Restated 2006 Term Note dated December 11, 2006, issued by
Argan,
Inc., Southern Maryland Cable, Inc., Vitarich Laboratories, Inc.,
Gemma
Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems California
and
Gemma Power Hartford, LLC in favor of Bank of America, N.A.
|
| |
|
|
|
10.8
|
|
Acquisition
Term Note dated December 11, 2006, issued by Argan, Inc., Southern
Maryland Cable, Inc., Vitarich Laboratories, Inc., Gemma Power
Systems,
LLC, Gemma Power, Inc., Gemma Power Systems California and Gemma
Power
Hartford, LLC in favor of Bank of America, N.A.
|
| |
|
|
|
10.9
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 006 by
Argan,
Inc. (on behalf of Southern Maryland Cable, Inc.) in favor of Bank
of
America, N.A.
|
|
10.10
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Vitarich Laboratories, Inc.) in favor of Bank
of
America, N.A.
|
| |
|
|
|
10.11
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power Systems, LLC) in favor of Bank of
America,
N.A.
|
| |
|
|
|
10.12
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power, Inc.) in favor of Bank of America,
N.A.
|
| |
|
|
|
10.13
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power Systems California) in favor of
Bank of
America, N.A.
|
| |
|
|
|
10.14
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Gemma
Power Systems, LLC (on behalf of Gemma Power Hartford, LLC) in
favor of
Bank of America, N.A.
|
| |
|
|
|
10.15
|
|
Pledge
and Assignment Agreement dated as of December 8, 2006 by Argan,
Inc. in
favor of Bank of America, N.A. for the benefit of Travelers Casualty
and
Surety Company of America
|
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. |
|
|
|
| Date: December
14, 2006 |
By: |
/s/ Rainer
Bosselmann |
| |
Rainer
Bosselmann
Chairman
of the Board and
Chief
Executive Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
4.1
|
|
Stock
Purchase Agreement dated as of December 8, 2006 by and among Argan,
Inc.
and the purchasers identified on Schedule A attached
thereto.
|
| |
|
|
|
4.2
|
|
Stock
Purchase Agreement dated as of December 8, 2006 by and between
Argan, Inc.
and Argan Investments LLC.
|
| |
|
|
|
4.3
|
|
Registration
Rights Agreement dated as of December 8, 2006 by and between Argan,
Inc.
and Argan Investments LLC.
|
| |
|
|
|
4.4
|
|
Escrow
Agreement dated as of December 8, 2006 by and among Argan, Inc.,
the
purchasers identified on Schedule A attached thereto and Robinson
& Cole LLP.
|
| |
|
|
|
4.5
|
|
Registration
Rights Agreement dated as of December 8, 2006 by and among Argan,
Inc.,
William F. Griffin, Jr. and Joel M. Canino.
|
| |
|
|
|
4.6
|
|
Escrow
Agreement, dated as of December 8, 2006 by and among the Argan,
Inc.,
William F. Griffin, Jr., Joel M. Canino, Michael Price and Curtin
Law
Roberson Dunigan & Salans, P.C
|
| |
|
|
|
10.1
|
|
Membership
Interest Purchase Agreement, dated as of December 6, 2006, by and
among,
Argan, Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma
Power
Systems California, William F. Griffin, Jr. and Joel M.
Canino.
|
| |
|
|
|
10.2
|
|
Stock
Purchase Agreement, dated as of December 8, 2006, by and among
Argan,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems
California, William F. Griffin, Jr. and Joel M. Canino.
|
| |
|
|
|
10.3
|
|
Employment
Agreement dated as of December 8, 2006 by and between Gemma Power
Systems,
LLC and Joel M. Canino.
|
| |
|
|
|
10.4
|
|
Employment
Agreement dated as of December 8, 2006 by and between Gemma Power
Systems,
LLC and William M. Griffin, Jr.
|
| |
|
|
|
10.5
|
|
Second
Amended and Restated Financing and Security Agreement dated December
11,
2006 by and among Argan, Inc., Southern Maryland Cable, Inc., Vitarich
Laboratories, Inc., Gemma Power Systems, LLC, Gemma Power, Inc.,
Gemma
Power Systems California, Gemma Power Hartford, LLC and Bank of
America,
N.A.
|
| |
|
|
|
10.6
|
|
Fourth
Amended and Restated Revolving Credit Note dated December 11, 2006,
issued
by Argan, Inc., Southern Maryland Cable, Inc., Vitarich Laboratories,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems
California and Gemma Power Hartford, LLC in favor of Bank of America,
N.A.
|
|
10.7
|
|
Amended
and Restated 2006 Term Note dated December 11, 2006, issued by
Argan,
Inc., Southern Maryland Cable, Inc., Vitarich Laboratories, Inc.,
Gemma
Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems California
and
Gemma Power Hartford, LLC in favor of Bank of America, N.A.
|
| |
|
|
|
10.8
|
|
Acquisition
Term Note dated December 11, 2006, issued by Argan, Inc., Southern
Maryland Cable, Inc., Vitarich Laboratories, Inc., Gemma Power
Systems,
LLC, Gemma Power, Inc., Gemma Power Systems California and Gemma
Power
Hartford, LLC in favor of Bank of America, N.A.
|
| |
|
|
|
10.9
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 006 by
Argan,
Inc. (on behalf of Southern Maryland Cable, Inc.) in favor of Bank
of
America, N.A.
|
| |
|
|
|
10.10
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Vitarich Laboratories, Inc.) in favor of Bank
of
America, N.A.
|
| |
|
|
|
10.11
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power Systems, LLC) in favor of Bank of
America,
N.A.
|
| |
|
|
|
10.12
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power, Inc.) in favor of Bank of America,
N.A.
|
| |
|
|
|
10.13
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Argan,
Inc. (on behalf of Gemma Power Systems California) in favor of
Bank of
America, N.A.
|
| |
|
|
|
10.14
|
|
Pledge,
Assignment and Security Agreement dated as of December 8, 2006
by Gemma
Power Systems, LLC (on behalf of Gemma Power Hartford, LLC) in
favor of
Bank of America, N.A.
|
| |
|
|
|
10.15
|
|
Pledge
and Assignment Agreement dated as of December 8, 2006 by Argan,
Inc. in
favor of Bank of America, N.A. for the benefit of Travelers Casualty
and
Surety Company of America
|