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Item 2.05. Costs Associated with Exit or Disposal Activities.

On December 16, 2010, the Board of Directors of Argan, Inc. (“Argan”) approved management’s plan to shut down the operations of the nutritional products line of business conducted by its wholly-owned subsidiary, Vitarich Laboratories, Inc. (“Vitarich”) and liquidate Vitarich. Since 2006, Vitarich has incurred operating results that were consistently below expected results. The loss of major customers and the reduction in the amounts of orders received from major customers caused net revenues to decline and this line of business to report operating losses.

Argan reported an operating loss for Vitarich of approximately $1.4 million for the nine months ended October 31, 2010. It reported operating losses for Vitarich of approximately $2.2 million, $6.9 million and $8.9 million for the fiscal years ended January 31, 2010, 2009 and 2008, respectively, including impairment losses related to the indefinite-lived and long-lived assets of approximately $2.0 million and $6.8 million for the fiscal years ended January 31, 2009 and 2008, respectively. By recording the impairment losses, Vitarich eliminated the carrying values of these assets.

The plan will result in the closure of the office and production facilities of Vitarich that are located in Naples, Florida, and the termination of approximately sixty (60) employees in Naples. Vitarich began notifying its employees of the plan on December 16, 2010. As the wind down of this operation is expected to occur over the next 90 days, with completion anticipated in March 2011, management is unable to provide an accurate estimate of the total costs expected to be incurred pursuant to the plan at this time. However, Argan expects to incur accounting charges primarily in the following areas — unused inventory and uncollectible accounts receivable; lease abandonment and other facility closure costs; and employee termination benefits. Management expects that the substantial portions of such charges will be recorded during the fiscal quarters ending January 31 and April 30, 2011. It also anticipates that the expected losses described above will be partially mitigated by the favorable net effect of certain income tax benefits associated with the execution of the plan.

Management has begun the effort to estimate the amounts of the costs expected to be incurred, including the amount of such costs that will result in future cash outlays, that are required for disclosure under Item 2.05 of Form 8-K. Argan will file an amendment to this Form 8-K in order to provide such information when the formulation of management’s estimates is complete.

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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.

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