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: June 29, 2010
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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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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ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
CAPITAL
GOLD COPROPORATION (“CAPITAL GOLD” OR THE “COMPANY”) AND NAYARIT GOLD, INC.
(“NAYARIT”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING
STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL
FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND
EXPECTATIONS OF MANAGEMENT OF CAPITAL GOLD AND NAYARIT REGARDING, AMONG OTHER
THINGS, CAPITAL GOLD’S PROPOSED BUSINESS COMBINATION DISCUSSED HEREIN AND THE
BUSINESS OF NAYARIT AND ITS SUBSIDIARIES, ARE SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE
ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS:
(1) CAPITAL GOLD’S ABILITY TO COMPLETE THE TRANSACTION; AND (2) OTHER RISKS
REFERENCED FROM TIME TO TIME IN CAPITAL GOLD’S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) AND THOSE FACTORS LISTED IN THE PRELIMINARY
PROXY STATEMENT/PROSPECTUS UNDER “RISK FACTORS”. THE
INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER
CAPITAL GOLD NOR NAYARIT ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION
CONTAINED IN THIS REPORT.
THE
COMPANY HAS FILED A DEFINITIVE PROXY STATEM,ENT/PROSPECTUS WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION. SECURITYHOLDERS OF THE COMPANY AND
OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE CURRENT REPORT ON FORM 8-K FILED BY THE COMPANY WITH
THE SEC ON FEBRUARY 11, 2010 (TOGETHER WITH THIS REPORT, THE “CURRENT REPORTS”)
AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ THE COMPANY’S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2009 (THE “ANNUAL
REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE
SECURITY HOLDINGS OF THE COMPANY’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES
AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED
TRANSACTION.
THE
COMPANY COMMENCED MAILING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS ON JUNE 11,
2010 TO THE COMPANY’S STOCKHOLDERS AS OF MAY 5, 2010, THE RECORD DATE
ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTION. STOCKHOLDERS AND OTHERS WILL
ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WITHOUT CHARGE, BY DIRECTING
A REQUEST TO THE COMPANY IN WRITING AT 823 ELEVENTH AVENUE,
NEW YORK, NY 10019, OR BY TELEPHONE AT (212) 956-5803. FREE COPIES OF THESE
DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE
(http://www.sec.gov).
CAPITAL
GOLD HAS HELD AND 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 THIS CURRENT REPORT AND THE REGISTRATION STATEMENT. THIS CURRENT
REPORT AND THE REGISTRATION STATEMENT WILL BE DISTRIBUTED TO PARTICIPANTS AT
SUCH PRESENTATIONS.
CAPITAL
GOLD, NAYARIT AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL
MEETINGS OF CAPITAL GOLD’S STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS. INFORMATION ABOUT CAPITAL GOLD’S DIRECTORS AND EXECUTIVE OFFICERS
IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE
INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS.
THE
INFORMATION ON NEITHER CAPITAL GOLD’S NOR NAYARIT’S WEBSITE IS NOT, AND SHALL
NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS
CAPITAL GOLD MAKES 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.
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Item 5.02
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Departure
of directors or certain Officers; Election of Directors; Appointment of
certain Officers; Compensatory Arrangements of Certain
Officers
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(c) On
June 29, 2010, Capital Gold Corporation, a Delaware corporation (“Capital”)
announced that Mr. Scott Hazlitt, Capital’s current Vice President of Mine
Development, has been appointed to serve as Capital’s Chief Operating Officer,
effective July 1, 2010. Since 2001, Mr. Hazlitt, 58, has served as
Capital’s Vice President of Mine Development. In that position, he has focused
on development of Capital’s El Chanate concessions. Currently, he is involved in
mine expansion plans and corporate development. He has worked primarily in
reserves, feasibility, development and mine operations. His work experience has
included precious metals, base metals, uranium, and oil shale. Mr. Hazlitt
served as mine manager at Capital Gold’s Hopemore Mine in Leadville, Colorado
from November 1999 until 2001. He was Mine Operations Chief Geologist for
Getchell Gold from 1995 to 1999. From 1992 to 1995, he was self-employed as a
consulting mining geologist in California and Nevada. From 1988 to 1992, Mr.
Hazlitt was a project geologist and Mine Superintendent for the Lincoln
development project. He served as Vice President of Exploration for Mallon
Minerals from 1984 to 1988. He was a mine geologist for Cotter Corporation in
1978 and 1979, and was a mine geologist for ASARCO from 1979 to 1984. He was a
contract geologist for Pioneer Uravan and others from 1975 to 1977. Mr. Hazlitt
was a field geologist for ARCO Syncrude Division at their CB oil Shale project
in 1974 and 1975. His highest educational degree is Master of Science from
Colorado State University. He is a registered geologist in the state of
California.
On
June 29, 2010, Capital issued a press release in connection with the
business combination contemplated by the Amalgamation Agreement by and between
Capital and Nayarit Gold, Inc. dated February 11, 2010, as amended on April 29,
2010. Specifically, Mr. Scott Hazlitt will assume the role of Chief
Operating Officer effective July 1, 2010. In addition, Capital
announced that subsequent to the consummation of the Business Combination, Mr.
Colin Sutherland will assume the position of President. A copy of the
press release is annexed to this Current Report on Form 8-K as Exhibit
99.1.
The
information furnished under this Item, including the exhibit related thereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
disclosure document of United, except as shall be expressly set forth by
specific reference in such document.
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Item 9.01.
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Financial Statements and
Exhibits
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(d)
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Exhibits
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99.1
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Press
release dated June 29, 2010
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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: June 29, 2010