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): March
12,
2008
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
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(IRS
Employer
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|
of
Incorporation)
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File
Number)
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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
1.02 Termination of a Material Definitive Agreement.
On
March
12, 2008, Argan, Inc., a Delaware corporation (the “Company”), and Bank of
America, N.A. (the “Bank”), entered into a letter agreement to terminate the
Pledge and Assignment Agreement between the Company and the Bank dated December
11, 2006 (the “Pledge Agreement”). Pursuant to the Pledge Agreement, the Company
pledged $2,000,000 and a certain bank account to the Bank, subject to the
Company’s satisfaction of certain escrow release conditions between the Company
and the Bank, including an EBITDA test for the twelve month period ended
December 31, 2007 (the “Test Period”). Though the final numbers for the Test
Period have not been received or reviewed by the Bank, the Company has requested
that the pledged escrow funds be released to the Company by the Bank prior
to
such receipt and review. The Bank has agreed to terminate the Pledge Agreement
and release the pledged funds from escrow, subject to the Company’s
representation and warranty in the Letter Agreement that the final EBITDA
results for the Test Period would not include any adjustments that would cause
the Company to fail to meet the EBITDA test.
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.
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ARGAN,
INC.
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Date:
March 17, 2008
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By:
/s/ Arthur F. Trudel, Jr.
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Arthur
F. Trudel, Jr.
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Senior
Vice President, Chief Financial Officer and Corporate
Secretary
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