- Current report filing (8-K)
May 06 2009 - 2:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) April 30, 2009
SEARCHLIGHT
MINERALS CORP.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Nevada
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(State
or Other Jurisdiction of
Incorporation)
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000-30995
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98-0232244
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(Commission
File Number)
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(IRS
Employer Identification No.)
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#120 - 2441 West Horizon Ridge
Pkwy
.
|
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Henderson
,
Nevada
|
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(Address
of Principal Executive Offices)
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(702)
939-5247
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(Registrant's
Telephone Number, Including Area Code)
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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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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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ITEM
3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On December 29, 2008, the Board of
Directors of Searchlight Minerals Corp. (the “Company”) authorized the revision
of the terms of the warrants issued pursuant to certain private placements (the
“Private Placements”) of the Company’s securities which took place in February
and March of 2007, as described below.
On February 23, 2007, the Company
completed a private placement of 575,000 units of its securities resulting in
aggregate gross proceeds of $1,725,000. Each unit consisted of one
share of the Company common stock and a purchase warrant to purchase one half of
one share (with each whole warrant entitling the subscriber to purchase one
additional share for a period of two years from the closing date at an exercise
price of $4.50 per share). The warrants are callable by the Company
if its common stock trades above $6.50 per share for 20 consecutive trading
days. The Company paid commissions to agents in connection with the
private placement of $111,100 and warrants to purchase 12,300 shares of the
Company’s common stock at a price of $4.50 per share, exercisable for a period
of two years from the closing date of the private placement.
On February 23, 2007, the Company
completed a private placement of 4,520,666 units of its securities, resulting in
aggregate gross proceeds of $13,562,002. Each unit consisted of one
share of the Company’s common stock and one half of one share purchase warrant
(with each whole warrant entitling the subscriber to purchase on additional
share for a period of two years from the closing date at an exercise price of
$4.50 per share). The warrants are callable by the Company if its
common stock trades above $6.50 per share for 20 consecutive trading days. The
Company also paid commissions to agents in connection with the private placement
of $381,990 and warrants to purchase 90,870 shares of our common stock at a
price of $4.50 per share, exercisable for a period of two years from the closing
date of the private placement.
On March 22, 2007, the Company completed
a private placement of 2,226,161 units of its securities resulting in gross
proceeds of $6,678,483. Each unit consisted of one share of the
Company’s common stock and one half of one share purchase warrant (with each
whole warrant entitling the subscriber to purchase one additional share for a
period of two years from the closing date at an exercise price of $4.50 per
share). The warrants issued to subscribers of the offering are
callable by the Company if its common stock trades above $6.50 per share for 20
consecutive trading days. The Company also paid commissions to agents
in connection with the private placement of $525,386 and warrants to purchase
75,175 shares of common stock at an exercise price of $4.50 per share for a
period of two years from the closing date of the private
placement.
In connection with the Private
Placements, the Company issued warrants (collectively the “Private Placement
Warrants”) to purchase up to 3,839,262 shares of common stock, including
3,660,917 Private Placement Warrants issued to investors (the “Investor
Warrants”), and 178,345 Private Placement Warrants issued to participating
brokers (the “Broker Warrants”).
The following material amendments to the
Private Placement Warrants were adopted by the Company’s Board of Directors on
December 29, 2008:
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·
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the expiration date of the Private
Placement Warrants has been extended to March 1,
2010;
|
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·
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the exercise price of the Private
Placement Warrants has been decreased to $2.40 per
share;
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·
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the call provision in the Investor
Warrants is now included in the Broker Warrants;
and
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·
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the call provision in the Private
Placement Warrants has been amended so that all of such Private Placement
Warrants are callable for cancellation by the Company if the volume
weighted average price of the common stock exceeds $4.40 per share for 20
consecutive trading days and there is an effective registration statement
registering the shares of common stock underlying the Private Placement
Warrants at the time of the call of the Private Placement
Warrants.
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On April 30, 2009, after further
consideration by the Company in response to comments from the SEC’s
staff with respect to the registration statement, the
Company's Board of Directors unilaterally determined, without any
negotiations with the warrant holders, to amend and restate the call provisions
in the Private Placement Warrants further so that the terms of such amended
and restated call provisions are identical to the terms of the Private
Placement Warrants on their original dates of issuance. As a
result:
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·
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all
of the Investor Warrants are callable for cancellation by the
Company if the volume weighted average price of the common stock
exceeds $6.50 per share for 20 consecutive trading days and there is an
effective registration statement registering the shares of common stock
underlying the Investor Warrants at the time of the call of
the Investor Warrants; and
|
|
·
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the Broker
Warrants will not have a call
provision.
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The previously adopted amendments with
respect to the extension of the expiration dates and the reduction of the
exercise price for the Private Placement Warrants will remain
unchanged.
The Company believes that the
distribution of the new warrant certificates in connection with such unilateral
modifications will not constitute a “sale” or “offer,” as defined in Section
2(3) of the Securities Act of 1933, as amended (the "Securities Act") and
that no investment decision has been made with respect to such unilateral
modifications by the warrant holders. Further, the
Company believes that such a distribution is exempt from the registration
provisions of the Securities Act pursuant to Section 3(a)(9) thereof because the
modified warrants will be exchanged with existing warrant holders exclusively,
and no commission or other remuneration will be paid or given, directly or
indirectly, in connection with such exchange.
As of the date of this Report, the
Company has filed a registration statement to cover 3,115,978 of the shares of
common stock underlying the Private Placement Warrants. Such
registration statement has most recently been filed as Pre-Effective Amendment
#6 with the Securities and Exchange Commission on February 12,
2009.
Copies of the Private Placement Warrants
as amended are being filed as Exhibits 4.1 – 4.6 to this Report, and are
incorporated by reference in this Item 3.03.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
Exhibit
4.1
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Form
of US Warrant Certificate Dated February 23, 2007, as amended on December
29, 2008 and further amended on April 30, 2009.
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Exhibit
4.2
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Form
of US Broker’s Warrant Certificate Dated February 23, 2007, as amended on
December 29, 2008 and further amended on April 30,
2009.
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Exhibit
4.3
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Form
of Non-US Warrant Certificate Dated February 23, 2007, as amended on
December 29, 2008 and further amended on April 30,
2009.
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Exhibit
4.4
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Form
of Non-US Broker’s Warrant Certificate Dated February 23, 2007, as amended
on December 29, 2008 and further amended on April 30,
2009.
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Exhibit
4.5
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Form
of Non-US Warrant Certificate Dated March 22, 2007, as amended on December 29,
2008 and further amended on April 30, 2009.
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Exhibit
4.6
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Form
of Non-US Broker’s Warrant Certificate Dated March 22, 2007, as amended on
December 29, 2008 and further amended on April 30,
2009.
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SIGNATURE
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, thereunto
duly authorized.
Dated:
May 6, 2009
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SEARCHLIGHT MINERALS
CORP.
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By:
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/s/ Ian R.
McNeil
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Ian
R. McNeil
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President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Exhibit
4.1
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Form
of US Warrant Certificate Dated February 23, 2007, as amended on December
29, 2008 and further amended on April 30, 2009.
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Exhibit
4.2
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Form
of US Broker’s Warrant Certificate Dated February 23, 2007, as amended on
December 29, 2008 and further amended on April 30, 2009.
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Exhibit
4.3
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Form
of Non-US Warrant Certificate Dated February 23, 2007, as amended on
December 29, 2008 and further amended on April 30, 2009.
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Exhibit
4.4
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Form
of Non-US Broker’s Warrant Certificate Dated February 23, 2007, as amended
on December 29, 2008 and further amended on April 30,
2009.
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Exhibit
4.5
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Form
of Non-US Warrant Certificate Dated March 22, 2007, as amended on December 29,
2008 and further amended on April 30, 2009.
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Exhibit
4.6
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Form
of Non-US Broker’s Warrant Certificate Dated March 22, 2007, as amended on
December 29, 2008 and further amended on April 30, 2009.
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