Item 8.01. Other Events.
On June 23, 2020, the Board of Directors of Argan, Inc. ("Argan" or the
"Company") authorized the repurchase of up to $25.0 million of the Company's
issued and outstanding common stock. The Board of Directors also declared a
special cash dividend of $1.00 per share of common stock in addition to the
regular quarterly cash dividend in the amount of $0.25 per share of common
stock, for a total declared cash dividend of $1.25 per share of common stock,
payable July 31, 2020 to stockholders of record at the close of business on
July 23, 2020.
The Company may repurchase up to $25.0 million of the Company's issued and
outstanding common stock through June 2022. The repurchases may occur in one or
more open market transactions, in transactions structured through investment
banking institutions, in privately-negotiated transactions, by direct purchases
of common stock or through a combination of the foregoing transaction types, in
compliance with the applicable rules and regulations of the Securities and
Exchange Commission. The timing of the repurchases and the amount of stock
repurchased in each transaction is subject to the Company's sole discretion and
will depend upon market and business conditions, applicable legal and credit
requirements and other corporate considerations.
On June 20, 2020, the Company's wholly owned subsidiary, Atlantic Projects
Company ("APC"), entered into a second amendment to its subcontract, effective
June 1, 2020, to complete the mechanical installation of the boiler for the
biomass-fired power plant under construction in Teesside, England (the "TeesREP
Project"). APC's customer is the engineering, procurement and construction
services contractor on the TeesREP Project. As previously disclosed, APC has
recorded a substantial loss related to this subcontract. The second amendment,
which includes various terms and conditions, represents a global settlement of
past commercial differences with both parties making significant concessions,
and converts the contract-type from fixed-price to time-and-materials for the
remaining work.
A copy of Argan's press release announcing the share repurchase program, the
special and regular cash dividends and the amendment of the TeesREP subcontract
is attached to this report as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Argan on June 24, 2020
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