Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 2, 2010
CAPITAL
GOLD CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-34618
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13-3180530
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(State
or other Jurisdiction
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, 14th
Floor
New
York, New York
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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
N/A
(Former
name or former address, if changed from 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:
¨ 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))
ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
CAPITAL
GOLD CORPORATION (“CAPITAL GOLD” OR THE “COMPANY”) CLAIMS THE PROTECTION OF THE
SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, AS AMENDED. FORWARD-LOOKING STATEMENTS
ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS,
BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF CAPITAL GOLD
REGARDING, AMONG OTHER THINGS, CAPITAL GOLD’S BUSINESS COMBINATION DISCUSSED
HEREIN AND THE BUSINESS OF NAYARIT GOLD INC. (“NAYARIT”) AND ITS SUBSIDIARIES,
ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS,
COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING
STATEMENTS: (1) DIFFICULTIES ENCOUNTERED IN INTEGRATING THE MERGED
COMPANIES; (2) OFFICERS AND DIRECTORS ALLOCATING THEIR TIME TO OTHER
BUSINESSES AND POTENTIALLY HAVING CONFLICTS OF INTEREST WITH THE COMPANY’S
BUSINESS; (3) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN,
THE COMPANY’S OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE BUSINESS
COMBINATION (AS DEFINED BELOW); (4) THE POTENTIAL LIQUIDITY AND TRADING OF
THE COMPANY’S PUBLIC SECURITIES; (5) THE COMPANY’S REVENUES AND OPERATING
PERFORMANCE; (6) CHANGES IN OVERALL ECONOMIC CONDITIONS; (7) THE
RESULTS OF ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF THE COMPANY FOLLOWING
THE BUSINESS COMBINATION; AND (8) OTHER RISKS REFERENCED FROM TIME TO TIME
IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
AND THOSE FACTORS LISTED UNDER “ RISK FACTORS ” IN THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS DATED AS OF JUNE 8, 2010 AND FILED WITH
THE SEC. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS.
THE COMPANY DOES NOT ASSUME ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED
IN THIS REPORT.
NEITHER
THE INFORMATION ON CAPITAL GOLD’S WEBSITE NOR NAYARIT’S WEBSITE IS AND
SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN
FILINGS CAPITAL GOLD MAKES WITH THE SEC.
Explanatory
Note
This
Amendment No. 1 to Form 8-K is an amendment to the Current Report on Form
8-K filed by Capital Gold Corporation. (“Capital Gold”) on August 5, 2010
(the “Original 8-K”), which reported the consummation of the Business
Combination Agreement dated as of August 2, 2010, by and among Capital Gold
Corporation (“Capital Gold”), Nayarit Gold Inc. (“Nayarit”), John Brownlie,
Colin Sutherland and Brad Langille, pursuant to which, on August 2, 2010,
Nayarit became a wholly-owned subsidiary of Capital Gold (the “Business
Combination”).
This
Current Report on Form 8-K/A amends Item 9.01(b) of the Original 8-K and is
being filed solely to provide (i) the pro-forma financial information under Item
9.01(b), which financial statements and information were not included in the
Original 8-K; and (ii) the historical audited consolidated financial statements
of Nayarit Gold for the fiscal years ended September 30, 2009 and 2008 and its
unaudited financial statements for the quarter and six months ended March 31,
2010 and 2009 under Item 9.01(a).
Item 9.01.
Financial Statements and Exhibits.
(a)
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Financial Statements
of Business Acquired.
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The
historical audited consolidated financial statements of Nayarit
Gold for its fiscal years ended September 30, 2009 and 2008 and the
unaudited consolidated financial statements of Nayarit Gold for the
quarter and six month periods ended March 31, 2010 and 2009 and are filed
as Exhibits 99.2 and 99.3, respectively to this Amendment
No. 1.
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(b)
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Pro Forma Financial
Information.
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Unaudited
Pro Forma, Combined, Condensed Financial Information of Capital Gold is
filed as Exhibit 99.1 to this Amendment No.
1.
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(c)
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Shell Company
Transactions.
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Exhibit
No.
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Description
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of McGovern, Hurley, Cunningham, LLP
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99.1
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Unaudited
pro forma condensed combined financial statements as of and for the nine
months ended April 30, 2010 and for the year ended July 31,
2009
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99.2
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Historical
audited consolidated financial statements of Nayarit Gold for its fiscal
years ended September 30, 2009 and 2008.
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99.3
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Historical
unaudited interim consolidated financial statements of Nayarit Gold for
the three and six months ended March 31, 2010 and
2009.
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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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By:
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/s/ Christopher M. Chipman
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Name:
Christopher M. Chipman
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Title:
Chief Financial Officer
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Dated:
October 13, 2010