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)
September
17, 2009
CAPITAL GOLD
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-13078
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13-3180530
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(state
or other juris-
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(Commission
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(I.R.S.
Employer
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diction
of incorporation)
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File
Number)
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(Identification
No.)
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76 Beaver Street, New York,
NY
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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))
On
September 23, 2009, Capital Gold Corporation (the “Company”) issued a press
release announcing its revenues for the fiscal year ended July 31,
2009.
A copy of
the press release is furnished as Exhibits 99.1 to this Current Report on
Form 8-K. The information furnished in this Item 2.02 to Current
Report on Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 17, 2009, the Company terminated Jeffrey W. Pritchard as Executive
Vice President and Secretary of the Company without cause pursuant to its
restructuring of its corporate investor relations functions. The
termination was effective September 15, 2009. Mr. Pritchard also will
be resigning as a Director of the Company effective September 29, 2009. As part
of the settlement, Mr. Pritchard will be entitled to change in control benefits
should the Company enter into a transaction on or before December 31, 2009 with
certain entities that would result in a “Change in Control” as defined in his
Change In Control Agreement with the Company.
In
addition, on September 17, 2009, the Company appointed Robert Roningen Secretary
of the Company. Mr. Roningen previously was Secretary of the Company
from 2000 to February, 2007.
The
Company issued a press release announcing the termination of Mr. Pritchard on
September 23, 2009. A copy of the press release is furnished with
this report as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is filed herewith:
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Exhibit No.
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Exhibit Title
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99.1
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Press
Release, dated September 23,
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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September
22, 2009
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By:
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s/ Christopher Chipman
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Christopher
Chipman,
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Chief
Financial Officer
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