Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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13-3180530
(I.R.S.
Employer
Identification
Number)
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76
Beaver Street, 14th
Floor
New
York, New York, 10005
(Address
of principal executive offices)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Common
Stock, $0.0001 par value
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NYSE
AMEX
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this Form relates (if
applicable): N/A
Securities
to be registered pursuant to Section 12(g) of the Act: None
Explanatory
Note
This
Registration Statement on Form 8-A is being filed to register the common
stock, par value $0.0001 per share (the “Common Stock”), of Capital Gold
Corporation (the “Company”) under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) in connection with the listing of
the Common Stock on the NYSE AMEX LLC (the “NYSE AMEX”). The Common Stock had
been registered under Section 12(g) of the Exchange Act.
Item
1. Description of Registrant’s Securities to be Registered.
The
description of the common stock is set forth under the caption “Description of
Securities” in Form SB-2, SEC File No. 333-138858, as originally filed with the
Securities and Exchange Committee on November 21, 2006, as amended on November
13, 2007, November 26, 2007 and November 28, 2007, and is hereby incorporated by
reference herein.
The following exhibits have been filed
as exhibits to the Registration Statement and are incorporated herein by
reference:
3.1
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Certificate
of Incorporation of the Company dated September 22, 2005 (Incorporated by
reference to Exhibit 3.3 to the Company’s Registration Statement on Form
SB-2 (File No. 333-129939) filed on November 23, 2005), as amended by the
Certificate of Amendment dated February 26, 2007 (Incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB
for the quarterly period ended January 31, 2007 and filed on March 19,
2007), as further amended by the Certificate of Amendment dated January
24, 2008 (Incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed on January 30, 2008), as further amended
by the Certificate of Amendment dated January 19, 2010 (Incorporated by
reference to the Company’s Definitive Proxy on Schedule 14A filed on
September 16, 2008).
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3.2
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Amended
and Restated By-Laws of the Company dated September 1, 2009 (Incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed on September 3, 2009).
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SIGNATURE
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Dated:
February 1, 2010
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CAPITAL
GOLD CORPORATION
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By:
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/s/
John Brownlie |
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Name:
John Brownlie
Title:
President and Chief Operating Officer
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