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)
February
5, 2007
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-13078
|
13-3180530
|
|
(state
or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
| |
|
|
|
76
Beaver Street, New York,
NY
|
|
10005
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|
(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):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Between
December 27, 2006 and February 8, 2007, we issued an aggregate of
16,662,000 shares of our Common Stock pursuant to the exercise of two year warrants issued in
February 2005 and 2006 for aggregate gross proceeds of $4,863,500. The
foregoing shares were issued pursuant to exemptions from registration provided
by Regulation S and/or Rule 506 of the Securities Act of 1933. The balance
of the warrants issued on February 8, 2005 expired on February 8, 2007.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 7, 2007, Robert Roningen resigned as our Secretary and, on February
9,
2007, John Brownlie, our Vice President of Operations, was appointed Chief
Operating Officer and Jeffrey W. Pritchard, our Vice President of Investor
Relations, was appointed Secretary. Mr. Brownlie’s appointment as our Chief
Operating Officer did not result in any changes to his compensation arrangement
under his employment agreement with the Company.
Section
8 - Other Events
Item
8.01 Other Events.
On
February 5, 2007, Dave Loder, the General Manager of our El Chanate Project,
resigned for personal reasons unrelated to his employment with the Company.
We
have hired, on a temporary basis, an experienced replacement and are actively
looking for a permanent replacement. We do not believe, that Mr. Loder’s
departure will have a material adverse affect on our business.
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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|
|
| February 9, 2007 |
By: |
/s/
Jeffrey W. Pritchard |
| |
Jeffrey
W. Pritchard, Vice
President |