Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
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): February 1, 2011
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in Charter)
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Delaware
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0-13078
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13-3180530
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(State
of other Jurisdiction of
incorporation)
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(Commission
file no.)
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(IRS
employer identification no.)
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76
Beaver Street, 14th
Floor
New
York, New York
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 344-2785
(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 (see General Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Forward
Looking Statements
This Form
8-K and other reports we file from time to time with the Securities and Exchange
Commission (collectively the “Filings”) contain or may contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, our management as well as estimates and assumptions made
by our management. When used in the filings the words “anticipate”, “believe”,
“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms
and similar expressions as they relate to us or our management identify forward
looking statements. Such statements reflect our current view with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the Filings) relating to our industry
and our operations and results of operations.
The
following factors, among others, could cause or contribute to such material
differences: the ability to obtain the approval of the transaction by Capital
Gold Corporation stockholders; the ability to realize the expected synergies
resulting from the transaction in the amounts or in the timeframe anticipated;
the ability to integrate Capital Gold Corporation’s businesses into those of
Gammon Gold Inc. in a timely and cost-efficient manner; and the ability to
obtain governmental approvals of the transaction or to satisfy other conditions
to the transaction on the proposed terms and timeframe. Additional factors that
could cause Gammon Gold Inc. and Capital Gold Corporation’s results to differ
materially from those described in the forward-looking statements can be found
in the 2009 Annual Report on Form 40-F, as amended by Amendment No. 1 to Annual
Report on Form 40-F/A, for Gammon Gold Inc. and the 2010 Annual Report on Form
10-K of Capital Gold Corporation filed with the Securities and Exchange
Commission, as amended by Amendment No. 1 to Annual Report on Form 10-K/A and
the first quarter fiscal 2011 Quarterly Report of Capital Gold Corporation on
Form 10-Q filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission’s Internet site
(http://www.sec.gov).
Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although we believe that the expectations reflected in the forward looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements and, except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
CAPITAL
GOLD COPROPORATION (THE “COMPANY”) AND GAMMON GOLD INC. (“GAMMON”) CLAIM THE
PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
CAPITAL
GOLD INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL
AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING CAPITAL GOLD’S
SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION, AS DESCRIBED IN THE
REGISTRATION STATEMENT FILED ON FORM F-4 WITH THE SECURITIES AND EXCHANGE
COMMISSION, AS AMENDED.
THE
INFORMATION ON EITHER CAPITAL GOLD OR GAMMON’S WEBSITE IS NOT, AND SHALL NOT BE
DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CAPITAL
GOLD OR GAMMON MAKE WITH THE SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS
OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF
1933, AS AMENDED.
On
February 1, 2011, the Company issued a press release announcing that it has
discontinued negotiations with Timmins Gold regarding the proposal by Timmins to
enter into a business combination with the Company. A copy of the press release
is annexed to this Current Report on Form 8-K as Exhibit 99.1.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release dated February 1, 2011.
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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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CAPITAL GOLD
CORPORATION |
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By:
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/s/
Christopher Chipman |
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Name:
Christopher Chipman |
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Title:
Chief Financial Officer |
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Dated:
February 1, 2011