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): May 12, 2015
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31756 | 13-1947195 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Church Street, Suite 201, 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 8.01. | Other Events. |
On May 12, 2015, Argan, Inc. (“Argan”) issued a press release announcing that it has entered into a share purchase agreement to acquire Atlantic Projects Company Limited (“APC”) in exchange for a combination of cash and common stock of Argan. APC is a leading provider of construction and technical services for power generation, oil & gas, industrial and process industry customers worldwide. The transaction is expected to close by May 31, 2015. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Argan, Inc., Press Release, issued May 12, 2015. | |
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: May 14, 2015 | By: | /s/ Cynthia Flanders | ||
| Cynthia Flanders | ||||
| Senior Vice President and | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Argan, Inc., Press Release, issued May 12, 2015. | |