Unassociated Document
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OMB
APPROVAL
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OMB
Number: 3235-0145
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February 28, 2009
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ____)*
Argan,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.15
(Title
of Class of Securities)
04010E
10 9
(CUSIP
Number)
Rainer
Bosselmann
President
and Chief Executive Officer
Argan,
Inc.
One
Church Street, Suite 401
Rockville,
MD 20850
(301)
315-0027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
8, 2006
(Date
of Event Which Requires Filing of This Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties
to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
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CUSIP
No 04010E
10 9
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Page
2 of 6
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(1) Names
of
Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
William
F. Griffin, Jr.
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(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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(3)
SEC
Use Only
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(4) Source
of Funds (See Instructions)
SC
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(5) Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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(6) Citizenship
or Place of Organization
USA
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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(7)
Sole
Voting
Power 1,650,334
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(8) Shared
Voting Power 0
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(9)
Sole
Dispositive Power 1,650,334
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(10) Shared
Dispositive Power 0
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(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
1,650,334
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(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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(13) Percent
of Class Represented by Amount in Row (11)
14.9%
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(14) Type
of Reporting Person (See Instructions)
IN
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Item
1. Security and Issuer
This
Statement on Schedule 13D (this “Schedule13D”)
relates to the common stock, par value $0.15 per share (the “Common
Stock”),
of
Argan, Inc., a Delaware corporation (the “Issuer”).
The
address of Issuer’s principal office is One Church Street, Suite 401, Rockville,
MD 20850.
Item
2.
Identity and Background
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(a) |
This
Statement is being filed by William F. Griffin, Jr. (“Griffin”).
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(b)
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The
business address of Griffin is Gemma Power Systems, LLC, 2461 Main
Street,
Glastonbury, CT 06033.
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(c) |
Griffin
is President and Chief Operating Officer of Gemma Power Systems,
LLC, a
Connecticut limited liability company having its principal office
located
at 2461 Main Street, Glastonbury, CT
06033.
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(d)-(e) |
Griffin
has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
or been
a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation
with
respect to such laws.
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(f)
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Griffin
is a citizen of the United States.
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Item
3. Source and Amount of Funds or Other Consideration
On
December 8, 2006 (the “Closing
Date”),
the
Issuer acquired (the “Acquisition”)
(i)
all of the outstanding membership interests of Gemma Power Systems, LLC, a
Connecticut limited liability company (“GPS
LLC”)
pursuant to a certain Membership Interest Purchase Agreement, dated as of
December 8, 2006, by and among, Issuer, GPS LLC, Gemma Power, Inc., Gemma Power
Systems California, Griffin and Joel M. Canino (“Membership
Purchase Agreement“),
and
(ii) all of the issued and outstanding shares of capital stock of Gemma Power,
Inc., a Connecticut corporation (“GPS-Connecticut”)
and
Gemma Power Systems California, a California corporation (“GPS-California”),
pursuant to a certain Stock Purchase Agreement, dated as of December 8, 2006,
by
and among Issuer, GPS LLC, GPS-Connecticut, GPS-California, Griffin and Joel
M.
Canino. Prior to the Acquisition, Griffin owned 50% of GPS LLC, 50% of
GPS-California and 25.64% GPS-Connecticut. In exchange for Griffin’s equity
interest in GPS LLC, GPS-California and GPS-Connecticut, Griffin received
1,700,334 shares (the “Shares”)
of the
Issuer’s Common Stock (valued at $3.75 per share), for which 50,000 shares of
the Shares were transferred from Griffin to a certain individual for a
commission payment in connection with the Acquisition, leaving Griffin as the
beneficial owner of 1,650,334 shares of Issuer’s Common Stock.
Item
4. Purpose of Transaction
Griffin
acquired the Shares in connection with the Acquisition. A portion of the
Shares are being held in escrow pursuant to the terms of a certain Escrow
Agreement dated December 8, 2006 by and among the Issuer, Griffin and the other
parties named therein, to secure Griffin’s and the other GPS LLC stockholder’s
indemnification obligations under Section 10 of the Membership Purchase
Agreement for a period of one year from the Closing Date.
In
connection with the Acquisition, the Issuer agreed to grant up to 40,000
qualified or unqualified stock options to certain employees, which stock options
shall be granted no later than at the first regularly scheduled meeting of
the
board of directors of the Issuer following the Closing Date (defined in Item
3
above), with a strike price equal to the price of the Issuer’s Common Stock at
the time of grant, but in no event, lower than $4.50 per share.
Except
as
otherwise set forth herein, Griffin has not formulated any plans or proposals
that relate to or would result in:
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(a)
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The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the
Issuer;
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the Issuer or
any of
its subsidiaries;
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(d)
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Any
change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number of or term
of
directors or to fill any existing vacancies on the
Board;
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(e)
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Any
material change in the present capitalization or dividend policy
of the
Issuer;
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(f)
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Any
other material change in the Issuer’s business or corporate structure;
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(g)
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Changes
in the Issuer’s charter, by-laws, or instruments corresponding thereto or
other actions that may impede the acquisition of control of the Issuer
by
any person;
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(h)
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Causing
a class of the securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act
of
1933, as amended; or
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(j) |
Any
action similar to any of those listed
above.
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Item
5. Interest in Securities of the Issuer
As
of
December 19, 2005, Griffin beneficially owned and had the sole power to vote
or
dispose of 1,650,334 shares of the Issuer’s Common Stock, which represents
approximately 14.9% of the Issuer’s outstanding shares of Common Stock.
The percentage set forth in this Item 5 is based on 11,094,012 shares of the
Issuer’s Common Stock reported as outstanding on December 8, 2006 in the
Issuer’s Form 10-Q for the quarter ended October 31, 2006. All of the Issuer’s
shares held by Griffin were acquired in connection with the
Acquisition.
Item
6. Contracts , Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There
are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Griffin and any person with respect to any securities of the
Issuer.
Item
7. Material to be Filed as Exhibits
1.
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Membership
Interest Purchase Agreement, dated as of December 8, 2006, by and
among,
Argan, Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems California, William F. Griffin, Jr. and Joel M.
Canino.*
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2.
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Stock
Purchase Agreement, dated as of December 8, 2006, by and among Argan,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems
California, William F. Griffin, Jr. and Joel M.
Canino.**
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_________________
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*
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Incorporated
by reference to Exhibit 10.1 to the Form 8-K filed with the Securities
and
Exchange Commission on December 14,
2006.
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**
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Incorporated
by reference to Exhibit 10.2 to the Form 8-K filed with the Securities
and
Exchange Commission on December 14,
2006.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true and correct.
Dated
as of
December 19, 2006 |
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By: |
/s/ William
F. Griffin, Jr. |
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William
F. Griffin, Jr.
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