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) March 12, 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):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition.
On March
13, 2009, Capital Gold Corporation (the “Company”) issued a press release
announcing its financial results for the second fiscal quarter ended January 31,
2009.
A copy of
the press release is furnished as Exhibits 99.1 to this Current Report on Form
8-K. The information furnished in this Item 2.02 to Current Report on
Form 8-K and Exhibit 99.1attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other
Events.
On March
12, 2009, Gammon Gold Inc. (“Gammon Gold”) and the Company issued a joint press
release announcing that Gammon Gold and the Company have entered into a letter
agreement relating to Gammon Gold’s acquisition of the Company in an all-stock
transaction (the “Acquisition”), subject to satisfactory completion of
technical, operational and financial due diligence, the negotiation of
definitive documentation, receipt of Company shareholder approval, regulatory
approvals, the Company’s receipt of a fairness opinion and the satisfaction of
certain other conditions.
Important
Additional Information Regarding the Acquisition will be filed with the
SEC.
This is
not, and is not intended to be, a solicitation of proxies or an offer of
securities. The Company and Gammon Gold have not yet finalized the
structure of the Acquisition. If the Acquisition is structured as a
merger, the parties will file a joint proxy statement/prospectus with the
Securities and Exchange Commission (the “SEC”). If the Acquisition is
structured as a tender offer, Gammon Gold will file a Tender Offer Statement on
Schedule TO, and the Company will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THESE SEC FILINGS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION AND THE PARTIES TO THE
ACQUISITION. Investors and security holders may obtain a free copy of
these SEC filings (when available) and other documents filed by the Company or
Gammon Gold at the SEC Web site http://www.sec.gov. These
SEC filing and other documents also may be obtained for free from the Company by
directing such request to Capital Gold Corporation, Investor Relations, 76
Beaver Street, 14th floor,
New York, New York 10005 or at Capital Gold’s Web site at www.capitalgoldcorp.com
or from Gammon Gold by directing such request to Gammon Gold, Inc., Investor
Relations, 1701 Hollis Street, Suite 400, Founders Square, PO Box 2067, Halifax,
Nova Scotia, B3J 2Z1, Canada or at Gammon's Web site at www.gammongold.com.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits
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99.1
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Press
release issued by Capital Gold Corporation dated March 13,
2009
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99.2
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Joint
press release issued by Gammon Gold Inc. and Capital Gold Corporation
dated March 12, 2009
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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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March
13, 2009
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By:
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/s/ Christopher
Chipman |
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Christopher
Chipman |
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Chief
Financial Officer |
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