8-K

ARGAN INC (AGX)

8-K 2020-03-13 For: 2020-03-12
View Original
Added on April 04, 2026

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): March 12, 2020

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-31756 13-1947195
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>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))
--- ---

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 ¨

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. ¨

Title of Each Class: Trading Symbol(s): Name of each exchange on which registered:
Common Stock, $0.15 par value AGX NYSE

Item 7.01. RegulationFD Disclosures.

On March 12, 2020, Argan, Inc. (“Argan”) issued a press release announcing that its wholly owned subsidiary, Gemma Power Systems (“Gemma”), recently entered into an engineering, procurement and construction services contract with NTE Connecticut, LLC to construct Killingly Energy Center, a 650 MW natural gas-fired power plant in Killingly, Connecticut. The facility is being developed by NTE Energy, LLC (“NTE”). Construction activities are scheduled to start in 2020. Argan anticipates adding the value of this contract to project backlog closer to the project’s expected start date when the project achieves remaining key development milestones and obtains financing commitments.

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


The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.


Item 9.01. FinancialStatements and Exhibits.

(d)          Exhibits

Exhibit No. Description
99.1 Press Release issued by Argan on March 12, 2020

EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release issued by Argan on March 12, 2020

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: March 12, 2020 By: /s/ David H. Watson
David H. Watson
Senior Vice President, Chief Financial Officer, Treasurer and Secretary


Exhibit 99.1


****


Argan,Inc.’s Wholly Owned Subsidiary Gemma Power Systems Enters into an EPC Contract for a 650 MW Power Project in Connecticut

March 12, 2020 – ROCKVILLE, MD – Argan,Inc. (NYSE: AGX) (“Argan” or the “Company”) announced that recently its wholly owned subsidiary, Gemma Power Systems (”Gemma”), entered into an engineering, procurement and construction (“EPC”) services contract with NTE Connecticut, LLC to construct Killingly Energy Center, a 650 MW natural gas-fired power plant in Killingly, Connecticut. The power train will be provided by Mitsubishi Hitachi Power Systems Americas, Inc. (“MHPS”) which will utilize an M501JAC gas turbine and a TC2F steam turbine in a multi-shaft configuration. The facility is being developed by NTE Energy, LLC (“NTE”). Construction activities are scheduled to start in 2020.

“This will be the fourth project for the team of NTE, MHPS and Gemma and we are thrilled to have the opportunity to design and build another state-of-the-art energy project and to have it located in our home state of Connecticut. This project provides Gemma with another opportunity to use Connecticut labor which has successfully supported Gemma on past projects.” said Charles Collins, IV, Co-President of Gemma Power Systems.

Argan anticipates adding the project to backlog closer to its expected start date when the project achieves remaining key development milestones and obtains financing commitments.

About Argan, Inc.


Argan’s primary business is providing a full range of services to the power industry including the renewable energy sector. Argan’s service offerings focus primarily on 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.

Certain matters discussed in this press releasemay constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertaintiesincluding, but not limited to, the Company’s successful addition of new contracts to project backlog, the Company’sreceipt of corresponding notices to proceed with contract activities and the Company’s ability to successfully complete theprojects that it obtains. The Company has entered into several EPC contracts that have not started and may not start as planneddue to market and other circumstances out of the Company’s control.  Actual results and the timing of certain eventscould differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailedfrom time to time in Argan’s filings with the SEC. In addition, reference is hereby made to cautionary statements with respectto risk factors set forth in the Company’s most recent reports on Forms 10-K and 10-Q, and in other SEC filings.

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