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)
April
17,
2008
(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 juris-
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(Commission
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(I.R.S.
Employer
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diction
of incorporation)
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File
Number)
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(Identification
No.)
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76
Beaver Street, New York, NY
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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):
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
April
17, 2008, the Board of Directors amended our By-Laws with regard to the required
quorum for Board of Directors’ meetings and the time period within which we are
required to hold our annual meeting of Stockholders.
Article
III, Section 6 of our By-Laws provided that a quorum for Board of Directors
meetings shall consist of two directors. This provision is inconsistent with
the
current practice of the Board and technically does not comply with the
requirements of the Delaware General Corporation Law. To rectify this, that
section has been amended to require that a quorum for meetings of the Board
of
Directors shall be a majority of the total number of directors.
Article
II, Section 1 of our By-Laws provided that the annual meeting of Stockholders
shall be held within five months after close of our fiscal year. That section
has been amended to be consistent with the rules of the Toronto Stock Exchange
(on which our Common Stock is listed) to permit such meeting to be held within
six months after the close of our fiscal year.
For
more
detailed information, please see our Amended and Restated By-Laws, attached
hereto as Exhibit 3.2.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is filed herewith:
| Exhibit No. |
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Exhibit
Title |
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| 3.2 |
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Amended and Restated
By-Laws. |
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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| April 18, 2008 |
By: |
s/Christopher M. Chipman |
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Christopher
M. Chipman, CFO |