Attached files
| file | filename |
|---|---|
| EX-4.4 - Searchlight Minerals Corp. | v165694_ex4-4.htm |
| EX-4.9 - Searchlight Minerals Corp. | v165694_ex4-9.htm |
| EX-4.3 - Searchlight Minerals Corp. | v165694_ex4-3.htm |
| EX-4.1 - Searchlight Minerals Corp. | v165694_ex4-1.htm |
| EX-4.5 - Searchlight Minerals Corp. | v165694_ex4-5.htm |
| EX-4.6 - Searchlight Minerals Corp. | v165694_ex4-6.htm |
| EX-4.2 - Searchlight Minerals Corp. | v165694_ex4-2.htm |
| EX-4.7 - Searchlight Minerals Corp. | v165694_ex4-7.htm |
| EX-4.8 - Searchlight Minerals Corp. | v165694_ex4-8.htm |
| EX-99.1 - Searchlight Minerals Corp. | v165694_ex99-1.htm |
| EX-10.2 - Searchlight Minerals Corp. | v165694_ex10-2.htm |
| EX-10.1 - Searchlight Minerals Corp. | v165694_ex10-1.htm |
| EX-4.10 - Searchlight Minerals Corp. | v165694_ex4-10.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
November 12,
2009
Date of
Report (Date of earliest event reported)
Searchlight Minerals
Corp.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
000-30995
|
98-0232244
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
incorporation)
|
Identification
No.)
|
#120 – 2441 West Horizon
Ridge Pkwy., Henderson, Nevada 89052
(Address
of principal executive offices)
(Zip
Code)
(702)
939-5247
Registrant’s
telephone number, including area code
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))
Item
1.01 Entry
into a Material Definitive Agreement.
Item
3.02 Unregistered
Sales of Equity Securities.
Completion
of Private Placement
On November 12, 2009, Searchlight
Minerals Corp., a Nevada corporation (“we,” “us,” “our” or the “Company”),
completed a private placement (the “Offering”) of the Company’s securities to
certain investors (collectively, the “Purchasers”), including Nanominerals
Corp., one of the Company’s principal stockholders and an affiliate of certain
of the Company’s officers and directors. The securities were issued
in reliance on exemptions from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of
Regulation D thereunder.
In the Offering, we sold 12,078,596
units (“Units”) of our securities at a purchase price of $1.25 per Unit,
resulting in aggregate gross proceeds to us of $15,098,245. Each Unit
consists of one share of our common stock and one half share of common stock
purchase warrant. Based on the number of Units sold, we issued
12,078,596 shares of common stock and warrants to purchase up to 6,039,298
additional shares of common stock. We paid commissions to agents in
connection with the Offering in the amount of approximately $1,056,877 and
warrants to purchase up to 301,965 shares of common stock. Dahlman Rose &
Company, LLC served as sole placement agent for the Offering, along with a
syndicate that included RK Equity Capital Markets. The Company intends to use
the net proceeds from the Offering for general working capital
purposes.
The warrants have an expiration date of
November 12, 2012 and an exercise price of $1.85 per share. However, under
certain specified circumstances, the warrants may be exercised by means of a
“cashless exercise.” The warrants have customary anti-dilution
provisions, including, without limitation, provisions for the adjustment to the
exercise price based on certain stock dividends, stock splits and issuances of
equity securities (including the issuance of debt convertible into equity) by
the Company, subject to certain exempt issuances which will not result in an
adjustment to the exercise price.
In connection with the Offering, we
entered into a securities purchase agreement (the “Purchase Agreement”), dated
November 12, 2009, and a registration rights agreement (the “Registration Rights
Agreement”), dated November 12, 2009, with the Purchasers.
Pursuant to the Purchase Agreement, we
are restricted from, among other things, (i) issuing any shares of common stock,
subject to certain exempt issuances, until the initial registration statement we
agreed to file pursuant to the Registration Rights Agreement is declared
effective by the U.S. Securities and Exchange Commission (the “Commission”), but
in no event will this restriction expire prior to 90 days following the closing
of the Offering, (ii) entering into certain “variable rate transactions,” as
such term is defined in the Purchase Agreement, or (iii) effecting any forward
or reverse stock split for a period of six months after the closing without the
prior written consent of a majority of the Purchasers. The Purchase
Agreement also contains representations and warranties of the Company and the
Purchasers that are customary for transactions of type contemplated in
connection with the Offering.
Pursuant to the Registration Rights
Agreement, we have agreed to file a registration statement covering the resale
of the shares of common stock issued to Purchasers in the Offering, including
the shares of common stock issuable upon exercise of the
warrants. The Registration Rights Agreement also extends to the
shares of common stock issuable upon the exercise of the warrants issued to
agents as commissions in the Offering. Pursuant to the Registration
Rights Agreement, we have agreed to file an initial registration statement with
the Commission within 30 calendar days of the closing of the Offering and to use
our best efforts to cause such registration statement to become effective within
120 days of the closing, or we will be subject to certain liquidated damages
provisions. We also have agreed to file and keep continuously
effective such additional registration statements until all of the shares of
common stock and the shares of common stock issuable upon exercise of the
warrants registered thereunder have been sold or may be sold without volume
restrictions pursuant to Rule 144 of the Securities Act.
If, among other things, (i) we fail to
file the initial registration statement within the prescribed period or (ii) any
registration statement that we file is not declared effective within 120
calendar days of the required filing date, we have agreed to pay to each
Purchaser, as partial liquidated damages, an amount in cash equal to 1% of the
aggregate purchase price paid by each such Purchaser for any shares of common
stock that have not then been registered for every 30 days following any
required filing date and, on a pro rata basis, for every 30 days following the
120 day period within which any registration statement was to be declared
effective. The maximum aggregate liquidated damages payable to a
Purchaser will not exceed 3% of the aggregate purchase price paid by such
Purchaser.
2
The foregoing descriptions of the
terms, conditions and restrictions of the warrants, the Purchase Agreement and
the Registration Rights Agreement do not purport and are not intended to be
complete and are qualified in their entirety by the complete text of those
agreements, forms of which are attached as Exhibits 4.1 , 10.1 and 10.2,
respectively, to this Report.
The information provided below in
response to Item 3.03 of this Report regarding the amendments to certain of the
Company’s outstanding common stock purchase warrants is incorporated by
reference into Item 3.02.
Item
3.03 Material
Modification to Rights of Security Holders.
Amendments
to Certain Outstanding Common Stock Purchase Warrants
On November 12, 2009, immediately prior
to the closing of the Offering described under Items 1.01 and 3.02 of this
Report, we made several material amendments to certain of our outstanding common
stock purchase warrants. The warrants that were amended were issued
in connection with the Company’s February 23, 2007, March 22, 2007, December 26,
2007 and February 7, 2008 private placements. In connection with
these private placements, we issued warrants to purchase up to an aggregate of
7,042,387 shares of common stock.
Prior to the amendments:
|
|
·
|
The
warrants issued in the February 23, 2007 and March 22, 2007 private
placements (the “February and March 2007 Warrants”) had an expiration date
of March 1, 2010;
|
|
|
·
|
The
warrants issued in the December 26, 2007 private placement (the “December
2007 Warrants”) had an expiration date of December 26,
2009;
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|
|
·
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The
warrants issued in the February 7, 2008 private placements (the “February
2008 Warrants”) had an expiration date of February 7, 2010;
and
|
|
|
·
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The
February and March 2007 Warrants, the December 2007 Warrants and the
February 2008 Warrants (collectively, the “Subject Warrants”) had an
exercise price of $2.40 per share.
|
As of the date of this Report, the
Company has filed a registration statement on Form S-1/A (the “Registration
Statement”) to cover 3,225,645 of the shares of common stock underlying the
February and March 2007 Warrants. The Registration Statement was
declared effective by the Commission on October 2, 2009.
On November 12, 2009, immediately prior
to the closing of the Offering described under Items 1.01 and 3.02 of this
Report, the following material amendments were made to the Subject
Warrants:
|
|
·
|
The
expiration date of all of the Subject Warrants was extended to November
12, 2012; and
|
|
|
·
|
The
exercise price of all of the Subject Warrants was reduced to $1.85 per
share.
|
In all other respects, the terms and
conditions of the Subject Warrants remain the same.
As a result of the amendments, the
Registration Statement cannot be relied upon until the Company has filed with
the Commission, and the Commission has declared effective, a post-effective
amendment to the registration statement.
3
We believe that the distribution of the
new warrant certificates in connection with the amendments will not constitute a
“sale” or “offer,” as defined in Section 2(3) of the Securities Act and that no
investment decision has been made with respect to the amendments by the warrant
holders. Further, we believe 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.
Copies of the Subject Warrants, as
amended, are being filed as Exhibits 4.2 through 4.10 to this
Report. The foregoing descriptions of the terms and conditions and
restrictions of the Subject Warrants do not purport and are not intended to be
complete and are qualified in their entirety by the complete text of the Subject
Warrants, as amended.
Item
7.01 Regulation
FD Disclosure.
Press
Release
On November 13, 2009, Searchlight
Minerals Corp. issued a press release, which is attached hereto as Exhibit
99.1. The information contained in the press release attached hereto is being furnished and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that Section, and shall not be incorporated by reference into any
registration statement or other document filed under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
4.1
|
Form
of Common Stock Purchase Warrant, dated November 12,
2009
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|
Exhibit
4.2
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Form
of US Warrant Certificate, dated February 23, 2007, as amended on December
29, 2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.3
|
Form
of US Broker’s Warrant Certificate, dated February 23, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
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|
Exhibit
4.4
|
Form
of Non-US Warrant Certificate, dated February 23, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
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|
Exhibit
4.5
|
Form
of Non-US Broker’s Warrant Certificate, dated February 23, 2007, as
amended on December 29, 2008, April 30, 2009 and November 12,
2009
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|
Exhibit
4.6
|
Form
of Warrant Certificate, dated March 22, 2007, as amended on December 29,
2008, April 30, 2009 and November 12, 2009
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|
Exhibit
4.7
|
Form
of Broker’s Warrant Certificate, dated March 22, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
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|
Exhibit
4.8
|
Form
of Warrant Certificate, dated December 26, 2007, as amended on November
12, 2009
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Exhibit
4.9
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Form
of US Warrant Certificate, dated February 7, 2008, as amended on November
12, 2009
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Exhibit
4.10
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Form
of Non-US Warrant Certificate, dated February 7, 2008, as amended on
November 12, 2009
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Exhibit
10.1
|
Form
of Securities Purchase Agreement, dated November 12,
2009
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|
Exhibit
10.2
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Form
of Registration Rights Agreement, dated November 12,
2009
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|
Exhibit
99.1
|
Press
Release, dated November 13, 2009, issued by Searchlight Minerals
Corp.
|
4
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 thereunto
duly authorized.
| SEARCHLIGHT MINERALS CORP. | |||
|
Dated:
November 13, 2009
|
By:
|
/s/ Ian R. McNeil | |
| Ian R. McNeil | |||
| President | |||
5
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EXHIBIT
INDEX
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|
Exhibit
No.
|
Description
|
|
Exhibit
4.1
|
Form
of Common Stock Purchase Warrant, dated November 12,
2009
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|
Exhibit
4.2
|
Form
of US Warrant Certificate, dated February 23, 2007, as amended on December
29, 2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.3
|
Form
of US Broker’s Warrant Certificate, dated February 23, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.4
|
Form
of Non-US Warrant Certificate, dated February 23, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.5
|
Form
of Non-US Broker’s Warrant Certificate, dated February 23, 2007, as
amended on December 29, 2008, April 30, 2009 and November 12,
2009
|
|
Exhibit
4.6
|
Form
of Warrant Certificate, dated March 22, 2007, as amended on December 29,
2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.7
|
Form
of Broker’s Warrant Certificate, dated March 22, 2007, as amended on
December 29, 2008, April 30, 2009 and November 12, 2009
|
|
Exhibit
4.8
|
Form
of Warrant Certificate, dated December 26, 2007, as amended on November
12, 2009
|
|
Exhibit
4.9
|
Form
of US Warrant Certificate, dated February 7, 2008, as amended on November
12, 2009
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|
Exhibit
4.10
|
Form
of Non-US Warrant Certificate, dated February 7, 2008, as amended on
November 12, 2009
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Exhibit
10.1
|
Form
of Securities Purchase Agreement, dated November 12,
2009
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|
Exhibit
10.2
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Form
of Registration Rights Agreement, dated November 12,
2009
|
|
Exhibit
99.1
|
Press
Release, dated November 13, 2009, issued by Searchlight Minerals
Corp.
|
6