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(date of earliest event reported): December 21, 2010
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in Charter)
|
Delaware
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0-13078
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13-3180530
|
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(State
of other Jurisdiction of
incorporation)
|
(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)
|
Registrant's
telephone number, including area code: (212) 344-2785
N/A
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o |
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.
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 THIS
CURRENT REPORT AND THE REGISTRATION STATEMENT.
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.
Item
8.01 Other
Events.
Additional
information of the Company is attached as Exhibit 99.1 to this report and is
incorporated herein by reference. Exhibit 99.1 is a form of slide show
presentation the Company uses in investor presentations to describe the Merger
(as defined below). The registrant undertakes no obligation to update this
information, including any forward-looking statements, to reflect
subsequently occurring events or circumstances.
The
information in this report (including the exhibit) is furnished pursuant to Item
7.01 and shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section. This information will not
be deemed an admission as to the materiality of any information contained herein
that is required to be disclosed solely by Regulation FD.
In
connection with the proposed merger between the Company and a wholly-owned
subsidiary of Gammon (the “Merger”) and required stockholder approval, the
Company and Gammon have filed with the SEC
a proxy statement / prospectus which will be mailed to the stockholders of the
Company. The Company’s stockholders are urged to read the proxy statement /
prospectus and other relevant materials when they become available as they will
contain important information about the Merger. The Company’s stockholders will
be able to obtain a free copy of such filings at the SEC’s internet site
(http://www.sec.gov). Copies of such filings will also be obtained, without
charge, by directing a request to Capital Gold Corporation, 76 Beaver Street, 14th
Floor New York, New York, Attention: Investor Relations.
Gammon
Gold Inc., Capital Gold Corporation, their respective directors and executive
officers and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding Gammon
Gold Inc.’s directors and executive officers is available in its Annual Report
on Form 40-F for the year ended December 31, 2009, which was filed with the
Securities and Exchange Commission on March 30, 2010, as amended by Amendment
No. 1 to Annual Report on Form 40-F/A, which was filed with the Securities and
Exchange Commission on May 13, 2010, its notice of annual meeting and proxy
circular for its most recent annual meeting, which was filed with the Securities
and Exchange Commission on April 15, 2010, and in
its Registration Statement on Form F-4, which was filed with the Securities and
Exchange Commission on November 4, 2010, as amended by Amendment No. 1 to the
Registration Statement on Form
F-4/A which was filed with the Securities and Exchange Commission on
December 13, 2010. Information regarding Capital Gold
Corporation’s directors and executive officers is available in Capital Gold
Corporation’s Amendment No. 1 to its Form 10-K
filed on Form 10-K/A with the Securities and Exchange Commission
on November 23, 2010. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Item
9.01 Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Investor
Presentaton
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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/
Christopher
Chipman |
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Name:
Christopher Chipman |
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Title:
Chief Financial Officer |
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Dated:
December 21, 2010