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): June 26, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 8.01.  Other Events.

On June 26, 2018, Gemma Power Systems, LLC (“GPS”), a wholly-owned subsidiary of Argan, Inc. (“Argan” or the “Company”), issued a press release announcing it has entered into an Engineering, Procurement and Construction services contract to construct the Chickahominy Power Station (the “EPC Contract”), a 1,600 MW state-of-the-art natural gas-fired power plant, in Charles City County, Virginia. The facility is being developed by Balico, LLC, the parent company of Chickahominy Power, LLC, the project owner.

A copy of GPS’s press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

In addition, Argan hereby clarifies that it does not intend to place the value of the EPC Contract into project backlog until the Chickahominy Power Station project gets closer to its start date. The EPC Contract relates to the power plant, identified in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018 (the “2018 Annual Report”) with a power generation capacity planned at the time of 1,650 MW, that is currently being developed with certain financial and engineering support provided by the Company. The value of the EPC Contract is one of several other projects, for which GPS has been selected by project owners to negotiate an EPC services contract, with an aggregate potential project value in excess of $1.5 billion that is also disclosed in the 2018 Annual Report.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by Gemma Power Systems, LLC on June 26, 2018.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Gemma Power Systems, LLC on June 26, 2018

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: June 27, 2018	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

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EX-99.1

Exhibit 99.1

Gemma Power Systems, LLC

769 Hebron Avenue

Glastonbury, CT  06033

Tel: (860) 659-0509

www.gemmapower.com

Gemma Power Systems and Balico Enter Into

EPC Contract

for 1,600 MW Chickahominy Power Project

June 26, 2018 — GLASTONBURY, CT & HERNDON, VA — Gemma Power Systems, LLC (GPS) and Chickahominy Power, LLC have entered into an Engineering, Procurement and Construction (EPC) services contract to construct the Chickahominy Power Station, a 1,600 MW state-of-the-art natural gas-fired power plant, in Charles City County, Virginia. The facility is being developed by Balico, LLC, the parent company of Chickahominy Power.

The Chickahominy project features three advanced class combustion turbine power trains in single shaft configuration and includes air cooled condensers to limit water use. The project will be powered exclusively by clean natural gas from the Marcellus shale formation. The site of the plant is located strategically between the rapidly growing economies of Northern Virginia and Hampton Roads — where electricity demand is expected to increase with the many data centers planned and under construction in the region.

“We appreciate the confidence the Balico team has shown in us and we look forward to a continuing and long relationship with them,” said William F. Griffin, Jr., Chief Executive Officer of Gemma Power Systems. “We’re pleased to be working in this region and we look forward to establishing positive relationships with the surrounding communities,” he said.

“Gemma has a strong and growing reputation throughout the industry and we are impressed with their collaborative approach and the value of the expertise they bring to the development process,” said Irfan K. Ali, Managing Member of Balico. “Given today’s rapid changes in the power sector, dealing with complex engineering challenges is paramount to success and Gemma brings a great deal of relevant experience to our project” he added.

The Chickahominy Power Station is named to honor the Chickahominy Nation, an indigenous people that has populated the lands in east central Virginia near Richmond for centuries. The project is anticipated to get underway in the first quarter of 2019 and be completed in the spring of 2022.

The project is expected to provide 800 to 1,000 skilled construction jobs and 35 permanent positions to operate the facility once it is completed.  The Chickahominy Power Station will enhance the region’s power grid and provide enough electricity to power two million homes.

About Gemma Power Systems

Gemma Power Systems, a wholly owned subsidiary of Argan Inc. (NYSE: AGX), is a leading Engineering, Procurement and Construction (EPC) company providing innovative solutions for the power and renewable energy industry. Our wide-ranging and comprehensive experience comprises 14,500 MW of  installed capacity including combined cycle and simple cycle gas turbine generating plants, biomass-fired power plants, solar facilities, wind farms, biofuel plants and environmental facilities.  Additional information about Gemma Power Systems can be found at www.gemmapower.com. Follow Gemma on Twitter @gemmapwr.

About Chickahominy Power

Chickahominy Power, LLC (CPLLC) is a limited liability company with offices located in Herndon, Virginia and was formed for the purpose of developing, constructing, owning and operating a 1,600 MW electricity generation facility in Charles City County. CPLLC has contracted with Balico, LLC to support and manage development of the Facility. Balico is led by a seasoned IPP development team that collectively has more than 110 years of experience with the design, development, engineering, construction and operation of electricity generation facilities. These include generation facilities located within the Commonwealth of Virginia and generation projects located throughout the United States and in other countries.

Gemma Power Systems media Contact:	Chickahominy Power contact:
Sandra Ahearn	Jef Freeman
860-659-0509 (o)	704-608-5822
860-729-7337 (m)
sandraahearn@gemmapower.com	jeffreeman@balicollc.com