Unassociated Document
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: October 29, 2009
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):
¨
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))
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. 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. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 23, 2009, the Board of Directors of Capital Gold Corporation (the
“Company”) appointed Mr. Stephen M. Cooper to the Board.
Mr.
Cooper serves as an independent director and is expected to be appointed to the
Compensation Committee and the Nominating and Corporate Governance Committee
which the Board of Directors of the Company expects to form in the near
future.
There is
no arrangement or understanding between Mr. Cooper and any other persons
pursuant to which Mr. Cooper was selected as a director, and there are no
related party transactions involving Mr. Cooper that are reportable under Item
404(a) of Regulation S-K.
There are
no material plans, contracts or arrangements to which Mr. Cooper is a party or
in which he participates nor has there been any material amendment to any plan,
contract or arrangement by virtue of Mr. Cooper’s appointment.
A copy of
the press release announcing the appointment of Mr. Cooper to the Company's
board is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference.
Item
9.01 Financial
Statement and Exhibits.
(d)
Exhibits.
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Exhibit
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No.
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Description
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99.1
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Press
Release of Capital Gold Corporation dated October 28,
2009.
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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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/s/ Gifford Dieterle
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Name:
Gifford Dietele
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Title:
Chief Executive Officer and
Treasurer
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Dated:
October 29, 2009