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)
December
20, 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-
|
(Commission
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(I.R.S.
Employer
|
diction
of incorporation)
|
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)
|
Registrant's
telephone number, including area code: (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):
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)
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))
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
December 20 2007, our executive officers were awarded cash bonuses and our
executive officers and directors were granted stock options and restricted
stock
under our 2006 Equity Incentive Plan (the “Plan”). The specific cash bonuses and
awards are set forth below. All of the stock options have a term of seven years
and vest as follows: 20% vested upon issuance and the balance vest 20% annually
thereafter. The exercise price of the stock options is $0.63 per
share
(per the Plan, the closing price on the Toronto Stock Exchange on the trading
day immediately prior to the day of determination converted to U.S.
Dollars).
The
restricted shares granted vest equally over three years from the date of grant.
In the event of a termination of continuous service (other than as a result
of a
change of control, as defined in the Plan, unvested stock options and unvested
restricted stock grants shall terminate and, with regard to vested stock
options, the exercise period shall be the lesser of the original expiration
date
or one year from the date continuous service terminates. Upon the happening
of a
change of control, all unvested stock options and unvested restricted stock
grants immediately vest.
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Cash
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Stock
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Restricted
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Name
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Bonus
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Options
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Stock
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|
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Executive
Officers |
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|
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|
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Gifford
Dieterle
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$
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75,000
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|
|
500,000
|
|
|
250,000
|
|
John
Brownlie
|
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$
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67,500
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|
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500,000
|
|
|
250,000
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|
Jeff
Pritchard
|
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$
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58,500
|
|
|
500,000
|
|
|
250,000
|
|
Christopher
Chipman
|
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$
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52,500
|
|
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500,000
|
|
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250,000
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Scott
Hazlitt
|
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$
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40,500
|
|
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350,000
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|
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75,000
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Directors
Ian
Shaw
|
|
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150,000
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Mark
Nesbitt
|
|
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150,000
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John
Postle
|
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150,000
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Roger
Newell
|
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100,000
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Robert
Roningen
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|
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100,000
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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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December
27, 2007 |
By: |
/s/ Christopher
M. Chipman |
|
Christopher
M. Chipman, CFO |
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|