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
(g) of the Securities Exchange Act of 1934
CAPITAL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3180530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
76 Beaver Street 10005
New York, NY
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
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), please check the following box: |_|
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), please check the following box: |X|
Securities Act Registration Statement file number to which this form relates:
N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Series B Common Share Purchase Rights
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 14, 2006, the Board of Directors of Capital Gold Corporation
(the "Company"), declared a dividend (the "Dividend") of one Series B common
share purchase right (a "Right") for each outstanding share of common stock, par
value $.0001 per share. The Dividend is payable to holders of record on August
14, 2006. The specific terms of the Rights are contained in a Rights Agreement
(the "Rights Agreement") entered into between the Company and American Stock
Transfer & Trust Company as Rights Agent on August 15, 2006.
In general terms, the Rights will impose a significant penalty upon any
person or group that acquires beneficial ownership of 20% or more of the
Company's outstanding common stock without the prior approval of the Board of
Directors. The Rights Agreement provides an exemption for any person who is, as
of August 15, 2006, the beneficial owner of 20% or more of the Company's
outstanding common stock, so long as such Person does not, subject to certain
exceptions, acquire additional common stock of the Company after that date. The
Rights Agreement will not interfere with any merger or other business
combination approved by the Board of Directors.
The following is a summary of the terms of the Rights Agreement. This
description is qualified in its entirety by reference to the full text of the
Rights Agreement attached hereto as Exhibit 4.1.
The Rights. The Rights will initially trade with, and will be inseparable
from, the Company's existing common stock. The Rights are evidenced only by
certificates that represent shares of existing common stock. New Rights will
accompany any new shares of common stock the Company issues until the
Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from the
Company one one-thousandth of a share of Series B Common Stock (a "Series B
Share") for $3.00 once the Rights become exercisable. This portion of a Series B
Share will give the stockholder dividend and liquidation rights that are senior,
but generally similar, to those carried by one share of common stock, and one
one-thousandth of the voting rights of one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting or liquidation
rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group
has become an "Acquiring Person" by obtaining beneficial
ownership of 20% or more of the Company's existing common
stock, or, if earlier,
o 10 business days (or a later date determined by the Board of
Directors before any person or group becomes an Acquiring
Person) after a person or group begins a tender or exchange
offer which, if completed, would result in that person or
group becoming an Acquiring Person.
The date when the Rights become exercisable is referred to as the "Distribution
Date." Until that date, the common stock certificates will also evidence the
Rights, and any transfer of shares of common stock will constitute a transfer of
Rights. After that date, the Rights will separate from the common stock and be
evidenced by book-entry credits or by Rights certificates that the Company will
mail to all eligible holders of common stock. Any Rights held by an Acquiring
Person are void and may not be exercised.
Consequences Of A Person Or Group Becoming An Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all
holders of Rights except the Acquiring Person may, for $3.00,
purchase shares of our common stock with a market value of
$6.00, based on the market price of the common stock prior to
such acquisition.
o Flip Over. If the Company is later acquired in a merger or
similar transaction after the Distribution Date, all holders
of Rights except the Acquiring Person may, for $3.00, purchase
shares of the acquiring corporation with a market value of
$6.00, based on the market price of the acquiring
corporation's stock prior to such merger.
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Series B Share Provisions. Each one one-thousandth of a Series B Share, if
issued:
o will not be redeemable;
o will entitle holders to quarterly dividend payments of $0.001
per one-thousandth of a Series B share, or an amount equal to
the dividend paid on one share of the Company's existing
common stock, whichever is greater;
o will entitle holders upon liquidation either to receive $1 per
one-thousandth of a Series B share or an amount equal to the
payment made on one share of the Company's existing common
stock, whichever is greater;
o will have one one-thousandth of the voting power of one share
of the Company's existing common stock;
o if shares of the Company's existing common stock are exchanged
via merger, consolidation, or a similar transaction, will
entitle holders to a per share payment equal to the payment
made on one share of such common stock.
The value of one one-thousandth of a Series B Share should be roughly
approximate to the value of one share of the Company's existing common stock.
Expiration. The Rights will expire on August 15, 2016.
Redemption. The Board of Directors may redeem the Rights for $0.001 per
Right at any time before any person or group becomes an Acquiring Person. If the
Board of Directors redeems any Rights, it must redeem all of the Rights. Once
the Rights are redeemed, the only right of the holders of Rights will be to
receive the redemption price of $0.001 per Right. The redemption price will be
adjusted if the Company effects a stock split or a dividend of common stock.
Exchange. After a person or group becomes an Acquiring Person, but before
an Acquiring Person owns 50% or more of the Company's outstanding common stock,
the Board of Directors may extinguish the Rights by exchanging one share of the
existing common stock or an equivalent security for each Right, other than
Rights held by the Acquiring Person.
Anti-Dilution Provisions. The Board of Directors may adjust the purchase
price of the Series B Shares, the number of Series B Shares issuable and the
number of outstanding Rights to prevent dilution that may occur from a stock
dividend, a stock split, a reclassification of the Series B Shares or common
stock. No adjustments to the exercise price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by the Board
of Directors without the consent of the holders of the Rights. After a person or
group becomes an Acquiring Person, the Board of Directors may not amend the
agreement in a way that adversely affects holders of the Rights.
Stockholder Approval. The Rights Agreement is effective immediately, but
will be terminated unless approved by a majority of the Company's stockholders
at a meeting held on or prior to February 4, 2007, and any other applicable
stockholder ratification requirements of the Toronto Stock Exchange are
satisfied at such meeting.
ITEM 2. EXHIBITS
4.1 Rights Agreement, dated August 15, 2006, between Capital Gold
Corporation and American Stock Transfer & Trust Company (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on August 16, 2006).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date: August 16, 2006.
By: /s/ Jeffrey W. Pritchard
-------------------------------------
Name: Jeffrey W. Pritchard
Title: Vice President
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