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)
November
30, 2006
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-13078
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13-3180530
|
|
(state
or other juris-
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(Commission
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(I.R.S.
Employer
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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)
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|
Registrant's
telephone number, including area code:
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(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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
See
Item
5.02 below.
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.
Employment
Agreement
On
December 5, 2006, effective January 1, 2007, we entered into an employment
agreement with J. Scott Hazlitt, our Vice President of Mine Development. The
agreement runs for a period of three years and automatically renews for
successive one-year periods unless we or Mr. Hazlitt provides the other party
with written notice of our or his intent not to renew at least 30 days prior
to
the expiration of the then current employment period. Mr. Hazlitt is entitled
to
a base annual salary of at least $105,000. He is entitled to a bonus or salary
increase in the sole discretion of our board of directors. We have the right
to
terminate Mr. Hazlitt’s employment for cause or on 30 days’ prior written notice
without cause or in the event of his disability (as defined in the agreement).
The agreement automatically terminates upon his death. “Cause” is defined in the
agreement as (1) a failure or refusal to perform the services required under
the
agreement; (2) a material breach by executive of any of the terms of the
agreement; or (3) executive’s conviction of a crime that either results in
imprisonment or involves embezzlement, dishonesty, or activities injurious
to us
or our reputation. In the event that we terminate his employment without cause
or due to the disability of the executive, the executive will be entitled to
a
lump sum severance payment equal to one month’s salary, in the case of
termination for disability, and up to 12 month’s salary (depending upon years of
service), in the case of termination without cause.
Mr.
Hazlitt has the right to terminate his employment agreement on 60 days’ prior
written notice or, in the event of a material breach by us of any of the terms
of the agreement, upon 30 days’ prior written notice. In the event of a claim of
material breach by us of the agreement, he must specify the breach and our
failure to either (i) cure or diligently commence to cure the breach within
the
30 day notice period, or (ii) dispute in good faith the existence of the
material breach. In the event that an agreement terminates due to our breach,
Mr. Hazlitt is entitled to severance payments in equal monthly installments
beginning
in the month following his termination equal to three month’ salary plus one
additional month’s salary for each year of service to us. Severance payments
cannot exceed 12
month’s salary.
In
conjunction with the employment agreement, our board of directors deeming it
essential to the best interests of our stockholders to foster the continuous
engagement of key management personnel and recognizing that, as is the case
with
many publicly held corporations, a change of control might occur and that such
possibility, and the uncertainty and questions which it might raise among
management, might result in the departure or distraction of management personnel
to the detriment of our company and our stockholders, determined to reinforce
and encourage the continued attention and dedication of members of our
management to their engagement without distraction in the face of potentially
disturbing circumstances arising from the possibility of a change in control
of
our company, we entered into an agreement regarding change in control with
Mr.
Hazlitt identical to the agreements entered into with our other executives.
The
agreement regarding change in control continues through December 31, 2010 and
extends automatically to the third anniversary thereof unless we give notice
to
Mr. Hazlitt prior to the date of such extension that the agreement term will
not
be extended. Notwithstanding the foregoing, if a change in control occurs during
the term of the agreement, the term of the agreement will continue through
the
second anniversary of the date on which the change in control occurred. The
agreement entitles Mr. Hazlitt to change of control benefits, as defined in
the
agreement and summarized below, upon his termination of employment with us
during a potential change in control, as defined in the agreement, or after
a
change in control, as defined in the agreement, when his termination is caused
(1) by us for any reason other than permanent disability or cause, as defined
in
the agreement (2) by Mr. Hazlitt for good reason as defined in the agreement
or,
(3) by Mr. Hazlitt for any reason during the 30 day period commencing on the
first date which is six months after the date of the change in control. Mr.
Hazlitt would receive a lump sum cash payment of three times his base salary
and
outplacement benefits. The agreement also provides that Mr. Hazlitt is entitled
to a payment to make him whole for any federal excise tax imposed on change
of
control or severance payments received by him.
Directors’
Options
On
November 30, 2006, our board of directors granted 100,000 common stock options
to each of John Postle, Ian A. Shaw and Mark T. Nesbitt, our independent
directors. The options are to purchase shares of our common stock at an exercise
price of $0.33 per share (the closing price of our common stock on that date)
for a period of two years. The options cannot be exercised unless and until
they
have been approved by our stockholders.
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
5, 2006 |
By: |
/s/ Gifford
A. Dieterle |
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Gifford
A. Dieterle, President |
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