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)
November
13, 2007
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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0-13078
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13-3180530
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(state
or other juris- diction of incorporation)
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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, 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
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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))
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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
November 13, 2007, the employment agreement of John Brownlie was amended to
provide Mr. Brownlie with severance benefits comparable to those of our other
executive officers and to provide him with the protections afforded to our
other
executive officers in the event of a change of control of our company.
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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November
15, 2007 |
By: |
/s/ Gifford A. Dieterle |
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Gifford
A. Dieterle,
President |