UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
Argan, Inc.
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(Name of Issuer)
Common Stock, $.15 par value
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(Title of Class of Securities)
746375107
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(CUSIP Number)
Steven N. Bronson
Catalyst Financial LLC
100 Mill Plain Road
Danbury, Connecticut 06811
with a copy to:
James A. Prestiano, Esq.
631 Commack Road, Suite 2A
Commack, New York 11725
(631) 499-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2008
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(Date of Event which Requires Filing of This Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
(1) 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).
(Continued on following pages)
CUSIP No. 746375107 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 457,366
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 73,173
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 457,366
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 73,173
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,539
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8 %
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 746375107 SCHEDULE 13D
Item 1. Security and Issuer.
Except as expressly restated and amended below, the Schedule 13D and
amendments thereto, as filed on behalf of Mr. Bronson with respect to the common
stock, $.15 par value ("Common Stock") of Argan, Inc., a Delaware corporation
(the "Issuer") remains in full force and effect. The Issuer's principal
executive office is located at One Church Street, Suite 401, Rockville, Maryland
20850. The Issuer has previously reported that as of May 2, 2008, the Issuer had
11,120,026 shares of Common Stock issued and outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D Amendment No. 1 is filed on behalf of Steven N.
Bronson.
(b) Mr. Bronson's business address is 100 Mill Plain Road Danbury,
Connecticut 06811.
(c) Mr. Bronson is the president of Catalyst Financial LLC ("Catalyst"), a
New York limited liability company engaged as a broker-dealer registered under
the Securities Exchange Act of 1934 and the president of Ridgefield Acquisition
Corp. ("Ridgefield"), a publicly traded Nevada corporation. Mr. Bronson is also
the managing member of Catalyst Fund GP, LLC, a Delaware limited liability
company, which is the general partner of the Catalyst Fund, L.P. (the "Fund"), a
Delaware limited partnership. Catalyst, Ridgefield, and the Fund all maintain
their offices at 100 Mill Plain Road, Danbury, Connecticut 06811.
(d) Mr. Bronson has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
nor has Mr. Bronson been nor is he now subject to a judgment, decree, or final
order enjoining further violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Since June 6, 2008, Mr. Bronson effected the following transactions in the
Common Stock on behalf of Mr. Bronson and his spouse:
Buy/ Number Price Approximate
Trade Date Sell of Shares Per Share Gross Proceeds
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6/6/2008 Sell -10,000 $13.403 $134,403.00
6/9/2008 Sell -11,327 $13.62 $154,273.00
6/10/2008 Sell -1,000 $14.00 $ 14,000.00
6/11/2008 Sell -2,000 $14.00 $ 28,000.00
Item 4. Purpose of Transaction.
Mr. Bronson sold the shares of the Issuer for investment purposes. Mr.
Bronson may, for his own account, his spouse's account, the Fund or Ridgefield,
(i) increase or decrease his beneficial ownership of Common Stock or other
securities of the Issuer, (ii) sell all or part of his shares of Common Stock in
open market or privately negotiated sales or otherwise, or (iii) make further
purchases of shares of Common Stock or other securities of the Issuer through
open market or privately negotiated transactions or otherwise. Mr. Bronson has
not reached any decision with respect to any such possible actions. If Mr.
Bronson does reach a decision to undertake any of the above described possible
actions, he will, among other things, timely file an appropriate amendment to
this Schedule 13D.
Other than as described above, Mr. Bronson does not have any plans or
proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson individually and as the president of Catalyst, the
president of Ridgefield and the managing member of the Catalyst Fund GP, LLC,
which is the general partner of the Fund, may be deemed to beneficially own an
aggregate of 530,539 shares of the Issuer's Common Stock, representing
approximately 4.8% of the total shares of Common Stock issued and outstanding.
The securities of the Issuer beneficially owned by Mr. Bronson include (1)
73,173 shares of Common Stock held by Mr. Bronson and his spouse; (2) 57,500
shares of Common Stock held by Ridgefield; and (3) 399,866 shares of Common
Stock held by the Fund. Mr. Bronson has sole voting and sole dispositive power
with respect to the Common Stock owned by Ridgefield and the Fund.
(c) The following open market transactions were effected by Mr. Bronson
during the past sixty (60) days:
Buy/ Number Price
Name Trade Date Sell of Shares Per Share
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The Fund 4/30/2008 Sell -1,900 $13.40
4/10/2008 Sell -6,782 $14.212
Mr. Bronson
and his spouse 5/30/2008 Sell - 300 $12.50
5/22/2008 Sell -5,200 $12.481
5/21/2008 Sell -1,000 $12.25
5/20/2008 Sell -3,000 $12.00
(d) Other than Mr. Bronson's spouse, who beneficially owns 76,173 shares of
Common Stock, no other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) On May 22, 2008, Mr. Bronson ceased to be the beneficial owner of more
than five percent (5%) of the issued and outstanding shares Common Stock of the
Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: June 12, 2008
/s/ Steven N. Bronson
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STEVEN N. BRONSON
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (See 18 U.S.C. Section l001).