8-K

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 4, 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition Or Disposition of Assets.

On December 4, 2015, Argan, Inc. (“Argan”) acquired the membership interests in TRC Acquisition LLC, which owns 100% of The Roberts Company (“Roberts”). The acquisition was completed with the payment of $500,000 cash and the assumption of approximately $17 million in debt obligations, which Argan has since paid off.

This business combination was completed pursuant to the terms and conditions of a Membership Interest Purchase Agreement dated December 4, 2015, by and among Argan and the sellers, MSR Fund II, L.P., Ironwood Mezzanine Fund II LP and Starboard-Roberts Investment, LLC.

Roberts, founded in 1977 and headquartered near Greenville, North Carolina, is principally an industrial fabricator and constructor serving both light and heavy industrial organizations primarily in the southern United States. Its fabrication services offer unlimited steel plate fabrication specializing in custom complex ASME code pressure vessels and heat exchangers. In addition, Roberts provides a full service project solutions group for grass roots projects, as well as a plant services group to handle maintenance turnarounds, shutdowns and emergency mobilizations.  Roberts will operate as a wholly owned subsidiary of Argan.

A copy of Argan’s press release that announced the acquisition is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Argan, Inc., Press Release, issued December 4, 2015.

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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 7, 2015	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Argan, Inc., Press Release, issued December 4, 2015.

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EX-99.1

Exhibit 99.1

December 4, 2015

Argan, Inc. Completes Acquisition of The Roberts Company

Rockville, Md. - Argan, Inc. (NYSE: AGX) (“Argan”) today announced the acquisition of TRC Acquisition LLC, which owns 100% of The Roberts Company (“Roberts”), a fully integrated fabrication, construction and plant services company.  The purchase price of the acquisition is $500,000 in addition to the assumption of approximately $17 million in debt obligations, which Argan expects to retire within the month.

Rainer Bosselmann, Chairman and CEO of Argan, stated, “With substantial revenue and the reengagement and leadership of founder John Roberts, we believe the acquisition of Roberts enhances and diversifies our portfolio of companies.”

Founded in 1977 and headquartered near Greenville, North Carolina, Roberts is designed to work specifically with heavy and light industrial clients.  Its fabrication services offer unlimited steel plate fabrication specializing in custom complex ASME code pressure vessels and heat exchangers. In addition, Roberts provides a full service project solutions group for grass roots projects, as well as a plant services group to handle maintenance turnarounds, shutdowns and emergency mobilizations.  Roberts will operate as a wholly owned subsidiary of Argan.

About Argan, Inc.

Argan’s primary business is designing and building energy plants through its Gemma Power Systems subsidiary. These energy plants include simple and combined cycle natural gas-fired power plants as well as alternative energy facilities including biodiesel, ethanol, and those powered by renewable energy sources such as wind and solar. Argan also owns Atlantic Projects Company Limited and Southern Maryland Cable, Inc.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to: (1) the continued strong performance of our power industry services business; (2) the Company’s ability to successfully and profitably integrate acquisitions; and (3) the Company’s ability to achieve its business strategy while effectively managing costs and expenses. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in Argan’s filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements with respect to risk factors set forth in the Company’s most recent reports on Form 10-K and 10-Q, and other SEC filings.

Company Contact:	Investor Relations Contact:
Rainer Bosselmann	David Watson
301.315.0027	301.315.0027