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)
January 24, 2008

CAPITAL GOLD CORPORATION
(Exact name of registrant as specified in its charter)

 
Delaware
0-13078
13-3180530
  
 
(state or other juris-
(Commission
(I.R.S. Employer
  
 
diction of incorporation)
File Number)
(Identification No.)
  

76 Beaver Street, New York, NY
10005
(Address of principal executive offices)
(Zip Code)

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):

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))
 
 
 
 
 
Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 25, 2008, we amended our Certificate of Incorporation to increase the authorized number of shares of our common stock from 250,000,000 shares to 300,000,000 shares. This amendment was approved by our stockholders at the Annual Meeting of Stockholders. Please see Section 8 below.

Section 8 - Other Events

Item 8.01 Other Events.

At our Annual Meeting of Stockholders on January 24, 2008, stockholders approved the following three items:

1.    The following eight persons as directors:

 
Votes in Favor
Votes Withheld
Nominees
of Nominee
for Nominee
     
Roger A. Newell
103,441,597
5,080,777
Robert Roningen
103,713,599
4,808,775
Ian A. Shaw
108,225,384
296,990
John Postle
108,225,548
296,826
Mark T. Nesbitt
108,220,682
301,692
Gifford A. Dieterle
104,705,098
3,817,276
John Brownlie
104,910,532
3,611,842
Jeffrey W. Pritchard
105,524,897
2,997,477

2.    Amendment of our Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 shares to 300,000,000 shares:

For: 93,822,333
Against: 13,054,314
Abstain: 1,645,725
Broker Non-Votes: 0

3.    Ratification of the selection of Wolinetz, Lafazan & Company, P.C., as our independent auditors for the year ending July 31, 2008:

For: 107,487,413
Against: 337,352
Abstain: 697,608
Broker Non-Votes: 0

The proposal to amend our certificate of incorporation to provide for a classified Board of Directors did not pass. It received the following votes:

For: 51,799,224
Against: 16,102,509
Abstain: 3,692,032
Broker Non-Votes: 36,928,610
 
 
 
 
 
The proposal to amend our certificate of incorporation to permit stockholder action to be taken only at a duly called annual or special meeting of stockholders and eliminate stockholder action by written consent did not pass. It received the following votes:

For: 49,547,294
Against: 17,242,087
Abstain: 4,804,384
Broker Non-Votes: 36,928,610

Total shares voted at the meeting: 108,522,375 out of 174,243,646 eligible to vote.

In addition, on January 29, 2008, we notified AngloGold Ashanti North America (“AngloGold”) that pursuant to the terms of the Stock Purchase Option Agreement dated effective December 15, 2000, between AngloGold and us, we have made a good faith determination that the drill indicated resources at the El Chanate gold mine now exceed two million ounces of contained gold. The term “drill indicated resources” is defined in the agreement. A drill indicated resources number does not rise to the level of, and should not be considered proven or probable reserves as those terms are defined under SEC guidelines. AngloGold now has 180 days to determine whether or not it will choose to exercise it’s one time back-in right to acquire a 51% interest in the El Chanate project, for a purchase price equal to two times the total project costs, as defined in the agreement, since 2001. Please see the press release attached hereto as Exhibit 99.1

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit No.
Exhibit Title

3.1
Amendment to Certificate of Incorporation
99.1
Press Release, dated January 30, 2008.
 
 
 
 

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.
 
     
  CAPITAL GOLD CORPORATION
 
 		  
 		  
 
January 30, 2008 By:   /s/Gifford A. Dieterle 
 
Gifford A. Dieterle, President