Unassociated Document
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: January 19, 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
N/A
(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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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
4.01 Changes in
Registrant’s Certifying Accountant.
(a) Previous
independent registered public accounting firm.
As a
result of a review process undertaken by the Audit Committee of the Board of
Directors (the “Audit Committee”) of Capital Gold Corporation (the “Company”),
on January 19, 2010, the Company notified Wolinetz, Lafazan & Company,
P.C. (“Wolinetz”) that it was dismissed as the Company’s independent
registered public accounting firm. The change in accountants did not
result from any dissatisfaction with the quality of professional services
rendered by Wolinetz.
The
reports of Wolinetz on the Company’s financial statements for the fiscal years
ended July 31, 2009 and 2008 contained no adverse opinion or disclaimer of
opinion, were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the Company’s fiscal years ended July 31, 2009 and 2008, and through January 19,
2010, there have been no disagreements with Wolinetz on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedure, which disagreements, if not resolved to the satisfaction of Wolinetz,
would have caused Wolinetz to make reference thereto in its reports on the
financial statements.
During
the Company’s fiscal years ended July 31, 2009 and 2008, and through January 19,
2010, there have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has provided Wolinetz with a copy of this Current Report on Form
8-K and requested that Wolinetz furnish the Company with a letter addressed to
the U.S. Securities and Exchange Commission stating whether Wolinetz agrees with the disclosure contained in
this report, or, if not, stating the respects in which it does not
agree. A copy of the letter from Wolinetz, dated January 22,
2010, is filed as Exhibit 16.1 to this Form 8-K.
(b) New
independent registered public accounting firm.
The
Company has engaged BDO Seidman, LLP (“BDO”) as its new independent registered
public accounting firm as of January 22, 2010. During the fiscal years ended
July 31, 2009 and 2008, and through January 22, 2010, the Company did not
consult with BDO regarding any of the matters described in Item 304(a)(2)(i) and
(ii) of Regulation S-K. In
deciding to select BDO, the Audit Committee reviewed auditor independence issues
and existing commercial relationships with BDO and concluded that BDO has no
commercial relationship with the Company that would impair its
independence.
Item
5.02 (e) Compensatory
Arrangement with Certain Officers
On
January 19, 2010, the Compensation Committee of the Board of Directors of
the Company approved a new employment agreement (the “Agreement”) for John
Brownlie, the Company’s President, Chief Operating Officer and a Director
of the Company. The term of the agreement is for three years commencing
January 19, 2010, and will automatically extend for consecutive one-year terms
unless Mr. Brownlie or the Company notifies the the other party that it does not
wish to extend the Agreement.
The
Agreement provides for an initial base salary to Mr. Brownlie of $275,000
plus an immediate payment of $375,000 for reaching certain milestones. The
Agreement provides for an additional payment upon the accomplishment of other
goals. The Agreement also grants Mr. Brownlie 2 million stock options vesting in
three equal annual installments beginning on January 19, 2011 and expiring on
January 18, 2015.
Other
incentive compensation including any bonus shall be determined by the Company.
If Mr. Brownlie’s employment is terminated during the term of the agreement by
the Company without cause (as defined) or by Mr. Brownlie with good reason (as
defined), Mr. Brownlie will receive a bonus payment equal to the prorated amount
of his annual bonus based on his date of termination. If Mr. Brownlie’s
employment is terminated during the term of the agreement by the Company for
cause, Mr. Brownlie foreits his annual bonus.
Mr.
Brownlie is prohibited from directly or indirectly competing with the Company
during the term of the agreement and for a 30-day period following his
termination of employment.
If Mr.
Brownlie’s employment is terminated during the term of the Agreement following a
change of control (as defined) (i) by the Company for any other reason other
than disability (as defined) or cause, (ii) by Mr. Brownlie for good reason or
(iii) by Mr. Brownlie for any reason after 30 days following a change in
control, then (a) the Company shall pay Mr. Brownlie three times his base salary
and any other compensation earned up to the date of termination, including any
pro-rata bonus, as well as any unreimbursed expenses and (b) any and all of Mr.
Browlie’s outstanding options granted shall become immediately vested and
exercisable.
The
foregoing description of the Agreement is qualified in its entirety by the copy
of the Agreement included as Exhibit 10.1 to this Form 8-K.
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Item 9.01.
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Financial Statements and
Exhibits
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(d)
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Exhibits
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10.1*
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Employment
Agreement between Capital Gold Corporation and John Brownlie, effective
January 19, 2010.
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16.1
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Letter
of Wolinetz, Lafazan & Company, P.C., dated January 22, 2010,
regarding change in independent registered public accounting
firm.
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*
Portions of this document have been omitted based on a request for
confidential treatment submitted to the SEC. The unredacted document
has been separately filed with the SEC. The redacted information is confidential
information of Capital Gold Corporation.
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 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 risks, uncertainties, assumptions and other
factors (including the risks contained 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 may differ significantly from those 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, levels of activity, performance
or achievements and 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. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
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/ Gifford
Dieterle |
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Name:
Gifford Dietele |
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Title:
Chief Executive Officer and Treasurer |
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Dated:
January 22, 2010
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