Attached files
| file | filename |
|---|---|
| EX-2.1 - CAPITAL GOLD CORP | v198259_ex2-1.htm |
| EX-99.1 - CAPITAL GOLD CORP | v198259_ex99-1.htm |
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): October 1, 2010
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in Charter)
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Delaware
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0-13078
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13-3180530
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|
(State
of other Jurisdiction of
incorporation)
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(Commission
file no.)
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(IRS
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
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N/A
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Additional
Information and Where to Find It; Cautionary Note Regarding Forward Looking
Statements; Participants in the Solicitation
CAPITAL
GOLD COPROPORATION (“CAPITAL
GOLD”) AND GAMMON GOLD INC. (“GAMMON”) CLAIM THE PROTECTION
OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. 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 AND GAMMON REGARDING, AMONG OTHER THINGS, THE PROPOSED BUSINESS
COMBINATION OF CAPITAL GOLD AND GAMMON DISCUSSED HEREIN AND IN THE EXHIBITS
HERETO. THE BUSINESS OF CAPITAL GOLD AND THE BUSINESS OF GAMMON AND ITS
SUBSIDIARIES, ARE SUBJECT TO SIGNIFICANT RISKS AND UNCERTAINTIES, WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY OR SUBSTANTIALLY FROM THOSE INDICATED
OR IMPLIED IN 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) CAPITAL GOLD AND GAMMON’S ABILITY TO COMPLETE
THE TRANSACTION; AND (2) OTHER RISKS REFERENCED FROM TIME TO TIME IN CAPITAL
GOLD’S AND GAMMON’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”) AND THOSE FACTORS
LISTED IN THE TO BE FILED PRELIMINARY PROXY STATEMENT/PROSPECTUS UNDER “RISK
FACTORS.” THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF
SUCH RISKS. NEITHER CAPITAL GOLD NOR GAMMON ASSUMES ANY OBLIGATION TO
UPDATE THE INFORMATION CONTAINED IN THIS REPORT, EXCEPT AS REQUIRD BY
LAW.
IN
CONNECTION WITH THE PROPOSED TRANSACTION, CAPITAL GOLD AND GAMMON WILL FILE
RELEVANT MATERIALS WITH THE SEC, INCLUDING A REGISTRATION STATEMENT THAT WILL
INCLUDE A PROXY STATEMENT OF CAPITAL GOLD AND A PROSPECTUS OF GAMMON
(COLLECTIVELY, THE “REGISTRATION
STATEMENT”). CAPITAL GOLD WILL MAIL THE FINAL REGISTRATION
STATEMENT TO ITS STOCKHOLDERS. INVESTORS AND STOCKHOLDERS OF CAPITAL
GOLD ARE URGED TO READ THESE DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CAPITAL GOLD, GAMMON AND THE PROPOSED TRANSACTION.
INVESTORS
AND STOCKHOLDERS MAY ALSO OBTAIN A COPY OF THESE DOCUMENTS (AND ANY OTHER
DOCUEMTNS FILED BY CAPITAL GOLD AND GAMMON WITH THE SEC), BY DIRECTING A REQUEST
TO CAPITAL GOLD IN WRITING AT, 76 BEAVER STREET, 14TH FLOOR, NEW YORK, NEW YORK,
10005 OR BY TELEPHONE AT (212) 344-2785. FREE COPIES OF THESE DOCUMENTS CAN ALSO
BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE
(http://www.sec.gov).
COMMENCING
SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K AND THE REGISTRATION
STATEMENT, CAPITAL GOLD INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS
SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING
CAPITAL GOLD’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION, AS
DESCRIBED IN THIS CURRENT REPORT AND THE REGISTRATION STATEMENT.
1
CAPITAL
GOLD, GAMMON AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED
TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF
CAPITAL GOLD’S STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTION. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER THE
RULES OF THE SEC, BE CONSIDERED PARTICIPANTS IN THE SOLICIATION OF STOCKHOLDERS
IN CONNECTION WITH THE PROPOSED TRANSACTION WILL BE SET FORTH IN THE PROXY
STATEMENT/PROSPECTUS WHEN IT IS FILED WITH THE SEC. INFORMATION
ABOUT CAPITAL GOLD’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL
REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL
PARTICIPANTS IS INCLUDED IN THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS.
THE
INFORMATION ON EITHER CAPITAL GOLD OR GAMMON’S WEBSITE IS NOT, AND SHALL NOT BE
DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CAPITAL
GOLD OR GAMMON MAKE WITH THE SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS
OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF
1933, AS AMENDED.
Item
1.01 Entry
into a Material Definitive Agreement.
On
October 1, 2010, Capital Gold Corporation, a Delaware corporation (the “Company”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Gammon
Gold Inc., a corporation incorporated under Part 1A of the Companies Act
(Quebec) (“Gammon”), and
Capital Gold AcquireCo, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Gammon (“MergerCo”).
Pursuant
to the terms of the Merger Agreement, the Company and Gammon intend to effect a
merger (the “Merger”) of
the Company with and into MergerCo, with the Company continuing as the surviving
entity following the Merger (the “Surviving
Company”). By virtue of the Merger, the separate existence of
each of the Company and MergerCo shall thereupon cease, and the Surviving
Company shall continue its corporate existence under the laws of the State of
Delaware as a wholly-owned subsidiary of Gammon. Pursuant to the
terms of the Merger Agreement, by virtue of the Merger and without any action on
the part of the Company or the holders of any securities of the Company or
Gammon, each share of the common stock, par value $.0001, of the Company (“Company Common Stock”)
(including all Company Restricted Stock (as defined in the Merger Agreement))
issued and outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement), except for shares of Company Common Stock owned by
Gammon, MergerCo or the Company, shall be converted into the right to receive
(i) 0.5209 (the “Exchange
Ratio”) validly issued, fully paid and nonassessable common shares, no
par value, of Gammon (“Gammon
Common Shares”), and (ii) US$0.79 in cash.
The board
of directors for each of the Company and Gammon have unanimously approved the
Merger Agreement and the Company’s board of directors recommends that its
stockholders vote to approve the Merger, the Merger Agreement and each other
proposal to be set forth in the definitive proxy statement/prospectus, at the
special meeting of the Company’s stockholders to be held.
2
If
approved, the Merger is expected to be consummated promptly following the
receipt by the Company of approval from its stockholders, and the satisfaction
or waiver of other conditions described herein and the Merger
Agreement.
The
Merger Agreement is described in greater detail below. This
description of the Merger Agreement is qualified in its entirety by reference to
the full text of such agreement which is attached hereto as Exhibit 2.1 and
incorporated by reference herein. You are urged to read the entire
Merger Agreement and the other exhibits attached hereto.
The
Merger Agreement has been included to provide investors and stockholders with
information regarding its terms. It is not intended to provide any other factual
information about the Company, Gammon or their respective subsidiaries and
affiliates. The Merger Agreement contains representations and
warranties of each of the Company, on the one hand, and Gammon and MergerCo, on
the other hand, made solely for the benefit of the other. The assertions
embodied in those representations and warranties are qualified by information in
confidential disclosure schedules that the parties have exchanged in connection
with signing the Merger Agreement. The disclosure schedules contain information
that modifies, qualifies and creates exceptions to the representations and
warranties set forth in the Merger Agreement. Moreover, certain representations
and warranties in the Merger Agreement were used for the purpose of allocating
risk between the Company, on the one hand, and Gammon and MergerCo, on the other
hand. Accordingly, you should not rely on the representations and warranties in
the Merger Agreement as characterizations of the actual state of facts about the
Company, Gammon or MergerCo.
Closing
and Effective Time of the Merger
The
Merger is expected to be consummated no later than the fifth Business Day (as
defined in the Merger Agreement) after satisfaction or (to the extent permitted
by applicable law) waiver of the conditions described below under the caption
“Conditions to the Closing of the Merger,” unless the Company and Gammon agree
in writing to hold the closing at another time.
Consideration
Each
share of Company Common Stock (including all Company Restricted Stock) issued
and outstanding immediately prior to the Effective Time (except for shares of
Company Common Stock owned by Gammon, MergerCo or the Company) shall be
converted into the right to receive Gammon Common Shares in the agreed upon
Exchange Ratio of 1 share of Company Common Stock for 0.5209 of a share of
Gammon Common Shares, and (ii) US$0.79 in cash (collectively, the “Merger
Consideration”).
Upon the
exchange of Company Common Stock for Gammon Common Stock, all Company Common
Stock shall, by virtue of the Merger and without any action on the part of the
holders of Company Common Stock, be automatically cancelled and shall cease to
exist, and each holder of Company Common Stock will cease to have any rights
with respect thereto, except the right to receive the Merger Consideration,
subject to the terms and conditions of the Merger Agreement.
Voting
and Support Agreement
Each
officer and director of the Company (each, a “Locked-up Stockholder”) has
entered into a voting and support agreement, dated as of September 30, 2010,
with Gammon and MergerCo, in the form attached as Exhibit A to the Merger
Agreement, pursuant to which each Locked-up Stockholder has agreed, among other
things, to vote all of the Company Common Stock beneficially owned by him or her
in favor of the Merger.
3
Non
Solicitation and Superior Proposal Provisions
Among
other covenants contained in the Merger Agreement, the Company agreed that it
shall not, directly or indirectly: (i) solicit, approve, recommend or
encourage any inquiry, announcement or consummation of any Takeover Proposal (as
defined in the Merger Agreement) or take any similar actions
(ii) participate in any way in any discussions regarding any Takeover
Proposal, (iii) approve or recommend any agreement in principle (whether or
not binding), or any merger or similar agreement intended or expected to lead to
a Takeover Proposal, (iv) waive, terminate, modify or fail to enforce any
confidentiality or standstill obligation or (v) propose publicly or resolve
to agree to do any of the foregoing.
Further,
the Company has agreed not to withdraw or withhold its support for the Merger
and must publicly reaffirm the desirability of the Merger in response to any
third-party offer to engage in a business combination with the
Company.
Notwithstanding
all of the foregoing, at any time prior to receipt of approval of the Merger by
the Company’s stockholders, the Company is permitted to respond to a bona fide
unsolicited written Takeover Proposal that is, or is reasonably likely to lead
to, a Superior Proposal (as defined in the Merger Agreement), provided that the
Company first notifies Gammon of such Superior Proposal and enters into a
confidentiality agreement with the person making such Takeover
Proposal. Upon written notice from the Company, Gammon shall have
five Business Days (as defined in the Merger Agreement) to make a counter
proposal to any Superior Proposal or amendment thereof and the Company will
negotiate in good faith with Gammon to permit Gammon to draft an acceptable
counter proposal such that the competing proposal is no longer a Superior
Proposal. If Gammon submits an acceptable counter proposal, the
Company is obligated to (i) cease discussions with the person who made the
formerly Superior Proposal and (ii) recommend Gammon’s counter proposal to its
stockholders.
Conditions
to Closing of the Merger
The
respective obligations of the parties to effect the Merger shall be subject to
the satisfaction at or prior to the Effective Time of the following conditions,
each of which may only be waived with the mutual consent of the
parties:
(a) The
Merger Agreement and the Merger shall have been approved by a majority of the
outstanding Company Common Stock entitled to vote thereon (excluding, if
required under Ontario Securities Commission and Autorité des marchés financiers
joint rule MI 61-101, “Protection of Minority Shareholders in Special
Transactions,” votes cast by persons entitled to receive change of control
payments in connection with the Merger).
(b) If
required by Law, the Merger Agreement and the Merger shall have been approved by
the affirmative vote of a majority of the outstanding Gammon Common Stock
entitled to vote thereon.
(c) The
Gammon’s common stock shares to be issued to the holders of Company Common Stock
and options shall have been authorized for listing on the New York Stock
Exchange and the Toronto Stock Exchange.
(d) Any
applicable waiting period under the Hart Scott Rodino Act shall have expired or
been earlier terminated and any other approvals set forth in Merger Agreement
Sections 4.5 and 5.4 shall have been obtained (collectively, “Requisite
Approvals”).
4
(e) The
Merger Agreement shall not have been terminated in accordance with its
terms.
(f) A
Registration Statement of Form F-4 of Gammon (the “Form F-4”) to register the
Merger Consideration shall have become effective under the Securities Act of
1933, as amended (the “Securities Act”), and no stop
order suspending the effectiveness of the Form F-4 shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
SEC.
(g) A
registration statement filed by Gammon on an appropriate form, or a
post-effective amendment to a registration statement previously filed by Gammon
under the Securities Act with respect to the Gammon Common Stock to be received
upon exercise of the Company’s Stock Options (as defined in the Merger
Agreement) assumed by reason of the Merger shall have become effective under the
Securities Act and no stop order suspending the effectiveness of such
registration statement shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the SEC.
(h) The
distribution in Canada of Gammon Common Stock to holders of Company Common
Stock, Company Stock Options, Company Restricted Stock and to the persons listed
in Section 4.18 of the Company Disclosure Letter (as defined in the Merger
Agreement) who receive Gammon Common Stock in respect of a Change of Control
Payment (as defined in the Merger Agreement), shall be exempt from the
prospectus and registration requirements of applicable Canadian securities
laws.
(i) No
order issued by any court or agency of competent jurisdiction or other legal
restraint preventing the consummation of the Merger shall be in effect and no
regulation that prohibits or makes illegal consummation of the Merger shall be
in effect.
The
obligation of Gammon and MergerCo to effect the Merger is also subject to the
satisfaction, or waiver by Gammon and MergerCo, at or prior to the Effective
Time, of the following conditions:
(a) The
representations and warranties of the Company set forth in the Merger Agreement
shall be true and correct as of the date of the Merger Agreement and as of the
Effective Time, subject to qualifications regarding materiality.
(b) The
Company shall have performed in all material respects all obligations required
to be performed by it under the Merger Agreement at or prior to the closing date
of the Merger.
(c) Each
director and officer of the Company shall have entered into a voting and support
agreement with Gammon and MergerCo, in the form attached as Exhibit A to the
Merger Agreement, in respect of all shares of Company Common Stock of which such
director or officer, as the case may be, is the direct or indirect beneficial
owner.
(d) None
of the Requisite Approvals shall have resulted in the imposition of a Materially
Burdensome Condition (as defined in the Merger Agreement).
(e) Since
the date of the Merger Agreement, there shall not have been any fact, change,
effect, event, occurrence, development or state of circumstances that,
individually or in the aggregate, has had or could reasonably be expected to
have a Material Adverse Effect (as defined in the Merger Agreement) on the
Company or the Surviving Company.
(f) The
Change of Control Agreements (as defined in the Merger Agreement) shall have
been amended as required by Section 6.1(b) thereof, and each such agreement as
so amended shall be in full force and effect and enforceable against the
Departing Officer (as defined in the Merger Agreement) and all other parties
thereto in accordance with its terms.
5
(g) Releases
(i) Each
director, officer, employee or consultant of the Company or any of its
subsidiaries who ceases to be a director, officer, or employee of the Company,
the Surviving Company, Gammon, or any of their respective subsidiaries at the
Effective Time, shall have entered into and delivered to Gammon a release and
waiver, which shall release Gammon, the Company and the Surviving Company and
each of their respective subsidiaries from all claims.
(ii) The
Company, the Surviving Company and each of their respective subsidiaries shall
have entered into and delivered to Gammon a release and waiver, in form and
substance reasonably satisfactory to Gammon, which shall release each director,
officer, employee or consultant of the Company or any of its subsidiaries from
any and all claims of any nature whatsoever.
(h) The
Caborca Sale Agreement (as defined in the Merger Agreement) shall have been
entered into by Caborca and the beneficial owners of Caborca, on terms and
conditions acceptable to Gammon.
(i) Gammon
shall have obtained title opinions, in form and substance satisfactory to
Gammon, addressed to Gammon relating to the Company’s material
properties.
(j) Holders
of shares of Company Common Stock shall not be entitled to dissenters’ or
appraisal rights under Section 262 of the DGCL with respect to the
Merger.
The
obligation of the Company to effect the Merger is also subject to the
satisfaction or waiver by the Company at or prior to the Effective Time of the
following conditions:
(a) The
representations and warranties of Gammon and MergerCo set forth in the Merger
Agreement shall be true and correct as of the date of the Merger Agreement and
as of the Effective Time, subject to qualifications regarding
materiality.
(b) Each
of Gammon and MergerCo shall have performed in all material respects all
obligations required to be performed by it under the Merger Agreement at or
prior to the Closing Date.
(c) Since
the date of the Merger Agreement, there shall not have been any fact, change,
effect, event, occurrence, development or state of circumstances that,
individually or in the aggregate, has had or could reasonably be expected to
have a Material Adverse Effect on Gammon.
(d) None
of the Requisite Approvals shall have resulted in the imposition of a Materially
Burdensome Condition.
Termination
of the Merger Agreement
(a) by
mutual consent of the Company and Gammon.
(b) by
either the Company or Gammon if any Requisite Approval has been permanently
denied.
6
(c) by
either Company or Gammon (i) if the Merger has not been consummated by June 30,
2011 or (ii) the requisite stockholder approval is not obtained at either the
Company or Gammon’s stockholder meetings.
(d) by
Gammon or the Company if there has been a breach of any of the covenants or
agreements or any of the representations or warranties set forth in the Merger
Agreement by the other party, which breach, if occurring or continuing on the
closing date, would result in the failure any of the conditions to closing
described above, which is not cured within 30 days or cannot be cured within
such time period.
(e) by
Gammon if the Company has failed to make the Company Recommendation (as defined
in the Merger Agreement), failed to publicly reaffirm the Company Recommendation
by press release after a Takeover Proposal shall have been made, failed to
comply with any provision of the non-solicitation provisions set forth above,
made a statement impermissible under the Merger Agreement that was averse to the
Company Recommendation, or entered into a binding agreement concerning a
transaction that constitutes a Superior Proposal.
(f) by
the Company if Gammon or any of its subsidiaries shall have entered into any
binding agreement concerning a Transaction (as defined in the Merger Agreement)
and the Merger is not completed within 12 months of the date of the Merger
Agreement as a result of such Transaction.
(g) by
Gammon or the Company if, since the date of the Merger Agreement, there shall
have been any events, individually or in the aggregate, expected to have a
Material Adverse Effect on the other party.
(i) by
Gammon if any Requisite Approval shall have resulted in the imposition of a
Materially Burdensome Condition.
(j) by
Gammon for any other reason.
(k) by
the Company if Gammon fails to make a superior counter-proposal to a Superior
Proposal and the Company enters into a binding, definitive agreement to
consummate the Superior Proposal.
Effect
of Termination
In the
event of termination of the Merger Agreement as provided above, the Merger
Agreement shall forthwith become void and have no effect, and none of the
Company, Gammon, any of their respective subsidiaries or any of the officers or
directors of any of them shall have any liability of any nature whatsoever under
the Merger Agreement, or in connection with the transactions contemplated
thereby, except that certain customary provisions (including the Termination Fee
as defined below) shall survive any termination of the Merger Agreement, and
neither party shall be relieved or released from any liabilities from a willful
breach of the Merger Agreement.
Termination
Fee
If the
Merger Agreement is terminated by Gammon because of the Company’s failure to
make the Company Recommendation or for non-compliance with the non-solicitation
provisions summarized above, then the Company shall pay to Gammon a Termination
Fee of US $10.3 million.
7
If the
Merger Agreement is terminated by Gammon because the Company did not obtain
stockholder approval and, prior to the Company’s stockholder meeting, a public
Takeover Proposal was publicly announced, and within 6 months of the date of
such termination the Company approves or recommends a Takeover Proposal that is
later consummated (before or after such 6 month period), then the Company shall
pay Gammon a Termination Fee prior to such the consummation of such Takeover
Proposal. In the case of the foregoing, the termination fee shall be US$10.3
million, but only if within 4 months of the date of such termination the Company
entered into any agreement with respect to a Takeover Proposal or within 6
months of such termination enters into a definitive agreement with respect to a
Takeover Proposal.
If the
Merger Agreement is terminated by the Company because Gammon entered into a
Transaction that delayed the closing of the Merger by more than 12 months or by
the Gammon for any other reason then Gammon shall pay the Company a Termination
Fee of US $2 million.
On October 1, 2010, the Company issued
a press release regarding the execution of the Merger Agreement, which press
releases is attached as Exhibit 99.1 to this Current Report.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits
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2.1*
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Agreement
and Plan of Merger dated as of October 1, 2010, by and among
Gammon
Gold Inc., Capital Gold AcquireCo, Inc. and Capital Gold
Corporation.
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99.1
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Press
release of the Company, dated October 1, 2010, announcing the execution of
the Merger Agreement.
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*
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All
schedules for which provision is made in the applicable regulations of the
SEC are not required under the related instructions or are not applicable,
and therefore, have been omitted.
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8
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.
| CAPITAL GOLD CORPORATION | |||
|
|
By:
|
/s/ Christopher Chipman | |
| Name: Christopher Chipman | |||
| Title: Chief Financial Officer | |||
Dated:
October 7, 2010
9