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): April 1, 2013

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 April 1, 2013, Argan, Inc. (“Argan”) issued a press release announcing that its wholly-owned subsidiary, Gemma Power Systems (“GPS”), has entered into a Consent and Intercreditor Agreement in connection with the design and construction of an 825 megawatt gas-fired power plant in Pennsylvania. GPS has been supporting the development of this project by Moxie Liberty, LLC (“Moxie”) with the advance of approximately $3.6 million in working capital funding.

On March 28, 2012, Moxie entered into an agreement with a third party for the sale of the project, contingent upon the purchaser securing permanent financing for the plant. Under this agreement, the third party purchaser will fund certain preconstruction costs related to the power-plant project. Upon consummation of the sale of the project, GPS would design and build the plant under an EPC contract. In addition, GPS would receive payment of development success fees and repayment of its working capital advances plus accrued interest from the proceeds of the sale.

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 No.	Description
99.1	Argan, Inc., Press Release, issued April 1, 2013.

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: April 1, 2013	By:	/s/ Arthur Trudel
		Arthur Trudel
		Senior Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ARGAN, INC.’s WHOLLY OWNED SUBSIDIARY GEMMA POWER SYSTEMS ENTERS INTO A CONSENT AND INTERCREDITOR AGREEMENT FOR A GAS FIRED POWER PLANT

April 1, 2013 – ROCKVILLE, MD – Argan, Inc. (NYSE MKT: AGX) announced that its wholly owned subsidiary, Gemma Power Systems (GPS) entered into a Consent and Intercreditor Agreement in connection with the construction and design of a 825 MW gas fired power plant in Pennsylvania.

GPS has been funding Moxie Liberty LLC (Moxie) in the development of this power plant project and has advanced approximately $3.6 million in working capital to the project. On March 28, 2013, Moxie entered into a Membership Interests Purchase Agreement with a third party investor who will provide advances of certain preconstruction costs. The consummation of the purchase of Moxie is contingent upon the third party investor securing permanent financing for the project.

Should the third party investor consummate the Moxie purchase, GPS would build and design the power plant under an EPC agreement. GPS would receive development success fees and repayment of the working capital advances plus accrued interest from the proceeds of the sale of Moxie.

About Argan, Inc.

Argan’s primary business is designing and building energy plants through its Gemma Power Systems subsidiary. These energy plants include traditional gas as well as alternative energy including biodiesel, ethanol, and renewable energy sources such as wind power. Argan also owns 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 Company’s ability to achieve its business strategy while effectively managing costs and expenses; (2) the Company’s ability to successfully and profitably integrate acquisitions; and (3) the continued strong performance of the energy sector. 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	Arthur Trudel
301.315.0027	301.315.9467