13 Feb 2012substantial holder notice● Neutral
TIG Advisors, LLC, Carl Tiedemann, Michael Tiedemann reported no remaining CAPITAL GOLD CORP shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
13 May 2011securities registration● Neutral
CAPITAL GOLD CORP amended an already-effective registration statement.
19 Apr 2011listing compliance notice▼ BadMajor
CAPITAL GOLD CORP deregistered its securities, ending its obligation to file reports with the SEC.
15 Apr 2011listing compliance notice● NeutralMajor
CAPITAL GOLD CORP's exchange filed to remove a class of its securities from listing.
15 Apr 2011director interest notice● Neutral
Sutherland Colin became a CAPITAL GOLD CORP President and company insider (initial ownership filing).
15 Apr 2011director interest notice● Neutral
Chipman Christopher Michael became a CAPITAL GOLD CORP Chief Financial Officer and company insider (initial ownership filing).
15 Apr 2011director interest notice● Neutral
Hazlitt John Scott became a CAPITAL GOLD CORP Chief Operating Officer and company insider (initial ownership filing).
15 Apr 2011director interest notice● Neutral
Gary C Huber became a CAPITAL GOLD CORP director and company insider (initial ownership filing).
15 Apr 2011director interest notice● Neutral
Cutler John W. became a CAPITAL GOLD CORP director and company insider (initial ownership filing).
15 Apr 2011director interest notice● Neutral
Cooper Stephen became a CAPITAL GOLD CORP director and company insider (initial ownership filing).
12 Apr 2011business combination● NeutralMajor
The Gammon merger closed on April 8, 2011, and Capital Gold is now a wholly-owned Gammon subsidiary. Each share was cancelled and converted into 0.5209 Gammon shares plus $1.09 cash, apart from shares held by holders who properly exercised appraisal rights. Shares are delisted from NYSE AMEX, and the company says it will file Form 15 to suspend reporting. On April 7 it repaid and terminated the Standard Bank credit agreement (July 17, 2008), with an immaterial early termination fee. Directors Cooper, Cutler, Huber, Sutherland and Hazlitt resigned, and Sutherland, Hazlitt and Chipman left their officer roles; Hazlitt and Chipman will serve Gammon for a 60-day transition. This resolves the Gammon thread, and the Timmins offer did not prevail. The merger agreement was amended three times (Oct 29, 2010, March 9, 2011, March 17, 2011).
5 Apr 2011substantial holder notice● Neutral
TIG Advisors, LLC, Carl Tiedemann, Michael Tiedemann disclosed a new substantial CAPITAL GOLD CORP shareholding (5.52% of votes).
18 Mar 2011material agreement▲ GoodMajor
On March 17, 2011 Capital Gold and Gammon amended the merger agreement (Amendment No. 3) to raise the cash part of the price by $0.30, from $0.79 to $1.09 per share; all other terms are unchanged. At the March 18 special meeting, stockholders voted to adjourn until April 1, 2011 so they have time to review the higher offer and a proxy supplement. This improves the Gammon terms and delays the vote that was scheduled for March 18. The filing does not say why the price was raised (that would be an inference).
11 Mar 2011agm notice● Neutral
CAPITAL GOLD CORP announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
10 Mar 2011agm notice● Neutral
CAPITAL GOLD CORP announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
1 Mar 2011business combination● Neutral
This is a second filing of the same March 1, 2011 stockholder letter, with no press release wrapper. It urges a vote on the WHITE proxy card for the Gammon merger and rejects Timmins, with the same board claims about Timmins' cash, operations and management. It adds no new terms or figures.
1 Mar 2011business combination● Neutral
On March 1, 2011 Capital Gold filed a letter to stockholders, with a press release, urging a vote FOR the Gammon merger (0.5209 Gammon shares plus US$0.79 cash per share) at the March 18, 2011 meeting. The board says it has rejected the Timmins offer four times, citing Timmins' cash (about $4 million at Dec 31, 2010), an estimated $100 million Timmins would need to raise, management depth, illiquid stock and offer conditions. These are the board's own claims. It continues the Gammon vs Timmins contest.
18 Feb 2011business combination● NeutralMajor
Capital Gold filed its definitive proxy statement/prospectus for the Gammon merger, first mailed around February 17, 2011. A special stockholder meeting is set for March 18, 2011, with a February 14, 2011 record date. Holders would receive 0.5209 Gammon shares plus US$0.79 cash per share, worth about US$5.34 per share based on Gammon's February 14, 2011 NYSE close. The agreement was amended on October 29, 2010, and the text visible here does not say what changed. Current holders would own about 20% of Gammon on a fully diluted basis, Capital Gold's shares would stop trading on NYSE Amex and the TSX, and the board unanimously recommends a vote in favour. Approval needs a majority of outstanding shares plus a majority of votes cast excluding certain people receiving change-of-control payments; abstentions count as votes against. Gammon shareholders do not need to vote. This moves the Gammon deal toward its vote.
15 Feb 2011business combination● NeutralMajor
Capital Gold's press release, filed on Schedule 14D-9, responds to an unsolicited exchange offer from Timmins Gold Corp., which filed an F-4 on February 10, 2011. Timmins had proposed an all-stock deal at 2.27 Timmins shares per Capital Gold share. The board says it rejected it after due diligence, citing Timmins' limited cash (about $4 million at December 31, 2010), operational concerns at its San Francisco Mine, thin management, and conditions on the offer. The board reaffirms its unanimous recommendation of the Gammon transaction. This continues the Gammon thread and adds a competing bid; the claims about Timmins are Capital Gold's own statements.
15 Feb 2011substantial holder notice● Neutral
Van Eck Associates Corporation disclosed a new substantial CAPITAL GOLD CORP shareholding (6.43% of votes).
24 Jan 2011substantial holder notice● Neutral
Sprott Asset Management LP, Sprott Canadian Equity Fund reported a CAPITAL GOLD CORP shareholding of 7,636,825 shares (12.40% of votes) in a periodic institutional filing.
22 Oct 2010business combination▼ Bad
On October 13, 2010, shareholder Larry R. Pait sued Capital Gold and its directors in Delaware's Court of Chancery. He claims the directors breached their fiduciary duties in approving the Gammon merger, seeks to represent all non-affiliate stockholders, and asks the court to block the merger. The company says the claims are without merit and will defend vigorously. This is a legal challenge to the Gammon deal, and no outcome is reported.
13 Oct 2010director interest notice● Neutral
CAPITAL GOLD CORP Chief Operating Officer Hazlitt John Scott received a stock option grant for 25,000 shares.
12 Oct 2010director interest notice● Neutral
CAPITAL GOLD CORP Chief Financial Officer Chipman Christopher Michael received a stock option grant for 25,000 shares.
7 Oct 2010material agreement● NeutralMajor
On October 1, 2010, Capital Gold agreed to be acquired by Gammon Gold Inc. Each Capital Gold share would be converted into 0.5209 Gammon common shares plus US$0.79 in cash, and Capital Gold would survive as a wholly-owned Gammon subsidiary. Capital Gold shares would be cancelled in the exchange, leaving holders only the right to the merger consideration. The deal needs a Capital Gold stockholder majority vote. Officers and directors have agreed to vote in favour, and the company has agreed not to solicit rival bids, though it may respond to an unsolicited superior proposal and give Gammon five business days to counter. This is a new thread that follows the August 2010 Nayarit acquisition; closing is subject to stockholder approval and other conditions, and the text visible here is truncated before those conditions and any termination fee.
1 Sept 2010director interest notice● Neutral
CAPITAL GOLD CORP director Cooper Stephen received a stock option grant for 175,000 shares.
1 Sept 2010director interest notice● Neutral
CAPITAL GOLD CORP director Cutler John W. received a stock option grant for 175,000 shares.
1 Sept 2010director interest notice● Neutral
Gary C Huber became a CAPITAL GOLD CORP director and company insider (initial ownership filing).
5 Aug 2010asset acquisition disposition● NeutralMajor
The Nayarit deal closed on August 2, 2010, making Nayarit a wholly-owned subsidiary of Capital Gold, after an Extension Agreement dated July 6, 2010. Capital Gold issued 12,454,354 shares to Nayarit holders and reserved 1,621,981 and 903,483 shares for former Nayarit warrants and options. Nayarit holders now own about 20.4% on a non-diluted basis, so existing holders are diluted by about that share. There were 61,223,853 shares outstanding on August 2, 2010. Colin Sutherland signed an employment agreement at $225,500 a year, and he and Bradley Langille signed six-month lock-ups. Bradley Langille was not made a senior executive. This resolves the pending Nayarit thread.
3 Aug 2010director interest notice● Neutral
Sutherland Colin became a CAPITAL GOLD CORP CEO and company insider (initial ownership filing).