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): February 5, 2019

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:

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))

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 February 5, 2019, Argan, Inc. (“Argan”) issued a press release announcing that on January 31, 2019, its wholly owned subsidiary, Gemma Power Systems, entered into an engineering, procurement and construction services contract with and received a limited notice to proceed from Guernsey Power Station, LLC to construct a 1,875 MW state-of-the-art natural gas-fired power plant in Guernsey County, Ohio. Construction for the facility is scheduled to begin in the spring with completion scheduled in 2022.

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

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Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by Argan on February 5, 2019

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Argan on February 5, 2019

SIGNATURE

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: February 5, 2019	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

Argan, Inc.’s Wholly Owned Subsidiary Gemma Power Systems Enters into an EPC Contract and Receives a Limited Notice to Proceed for a 1.8 Gigawatt Power Project

February 5, 2019 — ROCKVILLE, MD — Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announced today that on January 31, 2019, its wholly owned subsidiary, Gemma Power Systems (“Gemma”), entered into an engineering, procurement and construction services contract with Guernsey Power Station, LLC to construct a 1,875 MW natural gas-fired power plant in Guernsey County, Ohio. Construction for the facility is scheduled to begin in the spring with completion scheduled in 2022. The power trains for the facility are provided by General Electric Company and utilize single shaft 7HA.02 gas turbines. A limited notice to proceed has been issued to Gemma to begin preliminary design and site preparation activities. Guernsey Power Station is being jointly developed by Caithness Energy, L.L.C. and Apex Power Group, LLC.

Using state-of-the-art combined cycle technology and a dry (air) cooling system, Guernsey Power Station will be a cost-efficient and fuel-efficient plant. Each power train, in its own turbine building, will consist of one H-Class gas turbine equipped with evaporative inlet cooling, one triple pressure reheat steam turbine and one water/hydrogen cooled electric generator arranged on a common single shaft. Each power train will have an outdoor triple pressure heat recovery steam generator (HRSG) equipped with supplemental duct firing capabilities, selective catalytic reduction technology for NOx, and an oxidation catalyst for CO/VOC reduction.

This project will also boost the local economy through economic activity, and tax revenue for the local community and schools.

“Caithness is excited to be partnering again with Gemma on this important project.  Gemma recently completed our 1,080 MW Freedom natural gas-fired power plant which was constructed for the lowest cost per installed kilowatt of any recent project in the region. We are looking forward to continuing to improve and strengthen our relationship with Gemma on this project,” said Les Gelber, President and Chief Operating Officer of Caithness.

“We appreciate the confidence the Caithness and APEX team has shown in us and we look forward to building this project together,” said William F. Griffin, Jr., Chief Executive Officer of Gemma. “We’re pleased to be working in Ohio and we look forward to re-establishing positive relationships with the surrounding community,” he said.

Rainer Bosselmann, Chairman and Chief Executive Officer of Argan, stated, “With the signing of this project and receipt of the related limited notice to proceed, we are pleased to see our project backlog rebound to over $1.0 billion. It has taken a lot of hard work and effort to get to this point and we appreciate the patience our shareholders have shown us.”

About Argan, Inc.

Argan’s primary business is providing a full range of services to the power industry, including the engineering, procurement and construction of natural gas-fired power plants, along with related commissioning, operations

management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns SMC Infrastructure Solutions, which provides telecommunications infrastructure services, and The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company.

About Caithness

Caithness Energy, L.L.C. is a privately owned independent power producer engaged in the development, acquisition, operation and management of environmentally progressive renewable energy and natural gas power plants in the United States.  Since 1995, Caithness has successfully invested in 54 power projects utilizing wind, geothermal, solar and natural gas.

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 operational performance of our power industry services business; (2) the Company’s successful addition of new contracts to project backlog and the Company’s receipt of notices to proceed with the corresponding contract activities; and (3) the Company’s ability to execute on 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 described from time to time in Argan’s filings with the SEC. In addition, reference is hereby made to the cautionary statements made by us with respect to risk factors set forth in the Company’s most recent reports on Form 10-Q and 10-K, and in other SEC filings.

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