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)
September
14, 2007
CAPITAL
GOLD CORPORATION
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(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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|
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Registrant's
telephone number, including area
code:
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(212)
344-2785
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|
|
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(Former
name or former address, if changed since
last report)
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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)
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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))
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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
September 14, 2007, we entered into a Second Amended Engagement Agreement (the
“Agreement”) with Christopher Chipman, our Chief Financial Officer, effective
May 1, 2007. The Agreement supersedes and replaces Mr. Chipman’s prior agreement
that expired on August 31, 2007. Pursuant to the Agreement, Mr. Chipman is
engaged as our Chief Financial Officer and devotes approximately 85% of his
time
to our business. He receives a monthly fee of $14,583. The Agreement expires
on
August 31, 2009 and automatically renews for successive one-year periods, unless
either party gives at least 30 days prior notice to the other party of its
intent not to renew. Mr. Chipman can terminate the Agreement on 60 days prior
notice. We can terminate the Agreement without cause on 30 days prior notice
and
for cause (as defined in the Agreement). The Agreement also terminates upon
Mr.
Chipman’s disability (as defined in the Agreement) or death. In the event that
we terminate the Agreement without cause, Mr. Chipman will be entitled to a
cash
termination payment equal to his Annual Fee in effect upon the date of
termination, payable in equal monthly installments beginning in the month
following his termination. In the event the Agreement is terminated by Mr.
Chipman at his election or due to his death or disability, Mr. Chipman will
be
entitled to the fees otherwise due and payable to him through the last day
of
the month in which such termination occurs.
In
conjunction with Agreement, we entered into a change of control agreement
similar to the agreements entered into with our other executive officers. The
change of control agreement continues through August 31, 2009 and extends
automatically to the next anniversary thereof unless we give notice to Mr.
Chipman prior to the date of such extension that the agreement term will not
be
extended. Notwithstanding the foregoing, if a change in control occurs during
the term of the change of control agreement, the term of the agreement will
continue through the anniversary of the date on which the change in control
occurred. The change of control agreement entitles Mr. Chipman to change of
control benefits, as defined in the agreement and summarized below, upon his
termination of employment with us during a potential change in control (as
defined in the agreement) or after a change in control (as defined in the
agreement) when his termination is caused (1) by us for any reason other than
permanent disability or cause, as defined in the agreement (2) by Mr. Chipman
for good reason (as defined in the agreement) or, (3) by Mr. Chipman for any
reason during the 30 day period commencing on the first date which is six months
after the date of the change in control. Mr. Chipman would receive a lump sum
cash payment equal to three times his base annual fee plus three times his
bonus
award for the year immediately preceding the year of the change in control,
and
outplacement benefits. The change of control agreement also provides that Mr.
Chipman is entitled to a payment to make him whole for any federal excise tax
imposed on change of control or severance payments received by him.
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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September
20,
2007 |
By: |
/s/ Gifford
A. Dieterle |
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Gifford
A. Dieterle, President |
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