UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 3, 2005
ARGAN, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-31756 13-1947195
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Church Street, Suite 302, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 3, 2005, Argan, Inc. (the "Company") entered into substantially
similar employment agreements (each, an "Agreement") with (i) Rainer H.
Bosselmann as its President and Chief Executive Officer, (ii) H. Haywood Miller
III as its Executive Vice President, and (iii) Arthur F. Trudel, Jr. as its
Senior Vice President and Chief Financial Officer (each, the "Executive"). The
following is a summary of certain provisions of each Agreement. This summary
does not purport to be complete and is subject to and qualified by reference to
all provisions in the Agreement.
Pursuant to the Agreement, the Company agreed to employ the Executive for
an initial term of one year, which term will automatically renew for successive
one year periods unless the Company or the Executive provides at least 90 days
prior written notice of its or his election not to renew. The Agreement provides
for the Executive to receive during the employment period an annual base salary
of $150,000, subject to increase (but may not be reduced) from time to time in
such amounts as the Company, in its reasonable discretion, deems to be
appropriate, and an annual bonus in the discretion of the Board of Directors of
the Company (the "Board"), subject to the satisfaction of reasonable performance
criteria established for the Executive with respect to such year. The Agreement
further provides that the Executive may participate in any stock option,
incentive and similar plans established by the Company and shall be granted
stock options and other benefits similar to options and benefits granted to
other executives, subject in all cases to the satisfaction by the Executive of
the terms and conditions of such plans and to the reasonable exercise by the
Board of any discretion granted to it or them thereunder.
In addition, under the Agreement, in the event the Executive's employment
is terminated for any of the reasons specified below or there occurs a "change
in control" (as such term is defined in the Agreement), the Executive will
receive as severance pay in a single lump sum payment, an amount equal to 24
months of his base salary within 30 days after the Executive's termination of
employment or change of control, as the case may be, based on 12 times the
Executive's final full month salary at the date the Executive's employment
ceases or at the date of the change in control, as the case may be, without
reduction or offset for any other monies which the Executive may thereafter earn
or be paid. The reasons which cause severance pay to be paid to the Executive
include:
(i) termination by the Executive because of a material diminution of
the Executive's duties, authority or responsibility, or a material
impairment by action of the Company of his ability to perform his
duties and responsibilities, regardless of whether such diminution
is accompanied by a change in the Executive's title with the
Company;
(ii) termination by the Executive because of a material breach by
the Company of any provision of the Agreement, which breach
continues for a period of 30 days after written notice of such
breach is given by the Executive to the Company; and
(iii) termination by the Company at any time without cause,
including notice of non-renewal of the Agreement.
The Executive shall also be entitled for a period of 24 months from the
termination of his employment or a change in control, as the case may be, to the
continuation of all benefits provided to the Executive, excluding sick and
vacation time, subject to any applicable employee co-payments.
If the Executive's employment is terminated by the Company by reason of
the Executive's death, disability or "for cause" (as such term is defined in the
Agreement) or voluntarily by the Executive for any reason other than as set
forth in the preceding paragraph, the Company will not be obligated to make any
payments to the Executive by reason of his cessation of employment other than
such amounts, if any, of his base salary that have accrued and remain unpaid and
such other amounts which may then otherwise be payable to the Executive from the
Company's benefit plans or reimbursement policies, if any.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Employment Agreement, dated as of January 3, 2005, by
and between Argan, Inc. and Rainer H. Bosselmann.
10.2 Employment Agreement, dated as of January 3, 2005, by
and between Argan, Inc. and H. Haywood Miller III.
10.3 Employment Agreement, dated as of January 3, 2005, by
and between Argan, Inc. and Arthur F. Trudel, Jr.
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.
By: /s/ Rainer Bosselmann
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Rainer Bosselmann
Chairman of the Board and
Chief Executive Officer
Date: January 3, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement, dated as of January 3, 2005, by and
between Argan, Inc. and Rainer H. Bosselmann.
10.2 Employment Agreement, dated as of January 3, 2005, by and
between Argan, Inc. and H. Haywood Miller III.
10.3 Employment Agreement, dated as of January 3, 2005, by and
between Argan, Inc. and Arthur F. Trudel, Jr.