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): October 13, 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
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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)
o 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))
Cautionary
Note Regarding 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 within the meaning of the
the Private Securities Litigation Reform Act of 1995 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 significant risks, uncertainties, assumptions and
other factors (including the risks disclosed 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 (including,
without limitation, the results of the shareholder litigation described in this
Current Report on Form 8-K) may differ significantly from
the results that are
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, including levels of activity,
performance, achievements or outcomes. 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.
Item
8.01 Other
Events.
On October 13, 2010, Larry R. Pait filed
a lawsuit against Capital Gold Corporation (the “Company”) and its directors in the Court of
Chancery in the State of Delaware claiming, among other things, that the
directors of Capital Gold breached their fiduciary duties to the Company in connection with the approval of the
merger agreement between the Company and Gammon Gold Inc. The plaintiff
purports to represent a class of all
stockholders of Capital Gold stock other than stockholders who are affiliates of
Capital Gold. The plaintiff has asked the Court to enjoin the Company from consummating its merger with Gammon
Gold. The Company
believes all the plaintiff’s allegations are without merit and
intends to vigorously defend itself against such
allegations.
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: October 21,
2010