SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. )*
Argan Inc.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
746375107
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(CUSIP Number)
December 31, 2007
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule
pursuant to which this
Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* 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).
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CUSIP No. 746375107
(1) Names of reporting persons.
Allen & Company LLC
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(2) Check the appropriate box if a member of a group (see instructions)
(a)| | (b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 0
(6) Shared voting power: 80,000
(7) Sole dispositive power: 0
(8) Shared dispositive power: 80,000
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(9) Aggregate amount beneficially owned by each reporting person.
80,000
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
0.7%
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(12) Type of reporting person (see instructions).
BD
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CUSIP No. 746375107
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(1) Names of reporting persons.
Allen SBH Investments, LLC
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(2) Check the appropriate box if a member of a group (see instructions)
(a)| | (b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 0
(6) Shared voting power: 386,667
(7) Sole dispositive power: 0
(8) Shared dispositive power: 386,667
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(9) Aggregate amount beneficially owned by each reporting person.
386,667
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
3.5%
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(12) Type of reporting person (see instructions). OO
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CUSIP No. 746375107
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(1) Names of reporting persons.
Allen & Company Incorporated
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(2) Check the appropriate box if a member of a group (see instructions)
(a)| | (b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
New York
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 0
(6) Shared voting power: 64,516
(7) Sole dispositive power: 0
(8) Shared dispositive power: 64,516
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(9) Aggregate amount beneficially owned by each reporting person.
64,516
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
0.6%
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(12) Type of reporting person (see instructions).
CO
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CUSIP No. 746375107
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(1) Names of reporting persons.
Quinn, James W.
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(2) Check the appropriate box if a member of a group (see instructions)
(a)| | (b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
USA
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
94,570 (includes 15,000 shares underlying options)
(6) Shared voting power: 0
(7) Sole dispositive power:
94,570 (includes 15,000 shares underlying options)
(8) Shared dispositive power: 0
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(9) Aggregate amount beneficially owned by each reporting person.
94,570 (includes 15,000 shares underlying options)
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
0.9%
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(12) Type of reporting person (see instructions).
IN
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Item 1(a). Name of Issuer:
Argan Inc. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
One Church Street, Suite 401
Rockville, MD 20850
Item 2(a). Name of Person Filing:
(i) Allen & Company LLC
(ii) Allen SBH Investments LLC
(iii) Allen & Company Incorporated
(iv) James W. Quinn
Item 2(b). Address or Principal Business Office or, If None, Residence:
(i) 711 Fifth Avenue, New York, NY 10022
(ii) 711 Fifth Avenue, New York, NY 10022
(iii) 711 Fifth Avenue, New York, NY 10022
(iv) 711 Fifth Avenue, New York, NY 10022
Item 2(c). Citizenship:
(i) Delaware
(ii) Delaware
(iii) New York
(iv) USA
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $0.15 Per Share
Item 2(e). CUSIP No.: 746375107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
|X|
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Item 4. Ownership
(a) Amount beneficially owned:
625,753*
(b) Percent of class:
5.6%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote:
94,570 (includes 15,000 shares underlying options)
(ii) Shared power to direct the vote:
531,183*
(iii) Sole power to dispose or direct the disposition of:
94,570 (includes 15,000 shares underlying options)
(iv) Shared power to dispose or direct the disposition of:
531,183*
* The number of shares reported hereby excludes approximately 239,139 shares
that, to the Reporting Persons' knowledge, are held by certain officers and
employees of Allen & Company LLC, and their related parties. The Reporting
Persons disclaim beneficial ownership of all shares held by such officers,
employees and related parties.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable
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Item 8. Identification and Classification of Members of the Group.
Herbert A. Allen III, as President of Allen & Company LLC,. may be deemed to be
a member of a group with such entity and to beneficially own the shares held
directly by each of such entity. Mr. Allen and such entity disclaim that Mr.
Allen and such entity constitute a group for purposes of Rule 13d-5 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Further, Mr.
Allen disclaims beneficial ownership of the shares of the Issuer's common stock
held by such entity except to the extent of his pecuniary interest therein. Mr.
Herbert A. Allen, as President of Allen & Company Incorporated and Allen SBH
Investments LLC. may be deemed to be a member of a group with such entities and
to beneficially own the shares held directly by each of such entities. Mr. Allen
and such entities disclaim that Mr. Allen and such entities constitute a group
for purposes of Rule 13d-5 of the Exchange Act. Further, Mr. Allen disclaims
beneficial ownership of the shares of the Issuer's common stock held by such
entities except to the extent of his pecuniary interest therein. The Reporting
Persons have entered into a Joint Filing Agreement, a copy of which is filed
with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Exchange Act.
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Allen & Company LLC
Date: February 8, 2008 /s/ Kim M. Wieland
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Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH Investments LLC
Date: February 8, 2008 /s/ Kim M. Wieland
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Name: Kim M. Wieland
Title: Chief Financial Officer
Allen & Company Incorporated
Date: February 8, 2008 /s/ Kim M. Wieland
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Name: Kim M. Wieland
Title: Chief Financial Officer
Date: February 8, 2008 /s/ James W. Quinn
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Name: James W. Quinn
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SCHEDULE 13G
CUSIP NO. 746375107
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to 625,753 shares of Common Stock of PlanetOut Inc. and further agree that this
Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
the timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on February 8, 2008.
Allen & Company LLC
/s/ Kim M. Wieland
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen SBH Investments LLC
/s/ Kim M. Wieland
Name: Kim M. Wieland
Title: Chief Financial Officer
Allen & Company Incorporated
/s/ Kim M. Wieland
Name: Kim M. Wieland
Title: Chief Financial Officer
/s/ James W. Quinn
Name: James W. Quinn
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