Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 28, 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 jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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76 Beaver Street
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:
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(212) 344-2785
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(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))
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August
28, 2009, Ian A. Shaw resigned as a director of Capital Gold Corporation (the
“Company”). At the time of his resignation, Mr. Shaw served as the
chairman of the Audit Committee and a member of the Mergers and Acquisitions
Committee and Compensation Committee of the board of directors (the
“Board”). The resignation followed Mr. Shaw’s receipt of a letter
from Gifford A. Dieterle, Chairman of the Board, President and Treasurer of the
Company, requesting Mr. Shaw’s resignation due to, as expressed in the letter,
inadequate performance as chairman of the Mergers and Acquisitions Committee
that allegedly resulted in financial harm. In Mr. Shaw’s resignation
letter, he disputed the allegations in Mr. Dieterle's letter
and informed the Company of his disagreement with Mr. Dieterle's evaluation
of his performance. A copy of Mr. Shaw’s resignation letter is
attached hereto as an exhibit.
On August
28, 2009, John T. Postle resigned as a director of the Company effective as of
the resolution of certain issues with his outstanding options. At the
time of his resignation, Mr. Postle served as a member of the Audit Committee,
Compensation Committee and the Mergers and Acquisitions Committee of the
Board.
On
September 2, 2009, Mark T. Nesbitt resigned as a director of the
Company. At the time of his resignation, Mr. Nesbitt served as a
member of the Audit Committee, Compensation Committee and the Mergers and
Acquisitions Committee of the Board. The resignation followed Mr.
Nesbitt’s receipt of an email from John Brownlie, a member of the Board and the
Chief Operating Officer of the Company, raising questions about Mr. Nesbitt’s
performance and certain actions taken as an independent director. In
Mr. Nesbitt’s resignation letter, he informed the Company of his disagreement
with Mr. Brownlie’s concerns, the Board’s failure to consider the views of the
independent directors and with the strategic direction of the
Company. A copy of Mr. Nesbitt’s resignation letter is attached
hereto as an exhibit.
On
September 3, 2009, the Company appointed Leonard J. Sojka and John W. Cutler to
the Board in order to fill two of the vacancies created by the
resignations. Mr. Sojka was appointed as chairman of the Audit
Committee, and Mr. Cutler was appointed as chairman of the Compensation
Committee. In addition, the Board has determined that Mr. Sojka, who
is an analyst for institutional investors, qualifies as an audit committee
financial expert within the meaning of the applicable regulations of the
Securities and Exchange Commission. The Company will pay Mr. Sojka
and Mr. Cutler monthly fees for serving as directors and reimburse them for
expenses incurred from attending meetings and serving as a
director. Previously, on September 1, 2009, the Board had appointed
Mr. Sojka and Mr. Cutler as non-voting observers to the Board.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
September 1, 2009, the Board adopted an amendment to the Company’s By-Laws, and
authorized a restatement of the Bylaws to incorporate such amendment each
effective as of the same date. The amendment adopted by the Board
provides that the officers of the Company shall include a Chief Executive
Officer in addition to a President. Prior to the amendment, Article
IV, Section 1 of the By-Laws stated that the officers of the Company consist of
a President, a Secretary, a Treasurer, and such other officers as the Board may
deem advisable. As amended, the section now provides that the
officers of the Company also include a chief executive
officer. Additional minor changes were made to distinguish the
position of Chief Executive Officer from the position of
President. The full text of the restated By-Laws, as amended to date,
is attached hereto as an exhibit.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits
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3.1
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By-Laws
of Capital Gold Corporation (restated as of September 1,
2009).
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17.1
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Resignation
Letter of Ian A. Shaw.
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17.2
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Resignation
Letter of Mark T. Nesbitt.
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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
3, 2009
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By:
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/s/ Gifford A. Dieterle
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Gifford
A. Dieterle
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President,
Treasurer
and Chairman of the
Board
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