UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) March 1, 2010
SEARCHLIGHT
MINERALS CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(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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89052
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(702)
939-5247
(Registrant's
Telephone Number, Including Area Code)
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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This Amendment on Form 8-K/A amends the
Form 8-K of Searchlight Minerals Corp. (the “Company”), as filed
on March 1, 2010 with the Securities and Exchange Commission to include,
among other things, a clarification of the stock based compensation awarded
to our new director as follows:
ITEM
5.02 DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment
of Directors
Effective March 1, 2010, the Board of
Directors of the Company appointed Jordan Estra to serve as an independent Class
I Director of the Board of Directors until the Company’s 2010 annual meeting of
the stockholders. It is anticipated that he will serve on the
Company’s Audit, Compensation and Disclosure Committees.
Since May 2009, Mr. Estra has been the
Managing Director of Private Equity at Sutter Securities Incorporated in San
Francisco, CA and Boca Raton, FL, where he specializes in raising capital for
emerging natural resource companies. From October 2009 through December 2009,
Mr. Estra served as the Chief Executive Officer of Signature Exploration and
Production Corp. Since February 12, 2010, Mr. Estra has also served as a
director of Ensurge Inc., a mining investment company that is seeking gold
mining opportunities in Brazil. From April 2007 to April 2009, Mr.
Estra was a Managing Director of Investment Banking with Jesup & Lamont
Securities, Inc. Mr. Estra was a Senior Vice President of Investment
Banking with Dawson James Securities, Inc. from September 2006 to March 2007 and
a Managing Director of Healthcare Investment Banking with Stanford Financial
Group from June 2003 to September 2006. From 1986 to 2003 Mr. Estra
held senior research and/or investment banking positions with a number of
brokerage and investment banking firms. From 1971 to 1986 Mr. Estra
held various positions in finance, corporate strategic planning and marketing
with AMAX, Inc., a global natural resources leader with interests in precious
metals, copper, lead, zinc, coal, oil and gas, molybdenum, tungsten and iron
ore. He served as Assistant to the Chairman and was Vice President of
Marketing and Strategic Planning when he resigned in 1986 to pursue a career on
Wall Street. Mr. Estra graduated with High Distinction from Babson
College with a degree in International Economics and with Honors from the
Columbia University Graduate School of Business with an MBA in
Finance. He holds Series 7, 24, 63, 86 and 87 securities
licenses.
As compensation for his services as a
member of the Board of Directors, Mr. Estra will receive $36,000 per annum in
cash and a quarterly stock option grant of twice the number of shares that would
be granted to equal $9,000 based on the Company’s common stock closing price on
the last day of the quarter, and expiring five years from the date of
grant. On March 1, 2010, Mr. Estra will also receive options to
purchase up to 200,000 shares of common stock, which will vest pro rata over
four years, from March 1, 2011 through March 1, 2014. The options
each expire on the five year anniversary of the date that they
vest. All stock options will be subject to the terms and conditions
of the Company’s 2009 Stock Incentive Plan for Directors and their respective
grant agreements.
ITEM
7.01 REGULATION FD
DISCLOSURE
On March
1, 2010, the Company issued a press release, which is attached hereto as Exhibit
99.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits
Exhibit
99 Press
Release dated March 1, 2010, issued by Searchlight Minerals Corp. (incorporated
by reference to Exhibit 99 to the Form 8-K of Searchlight Minerals Corp., dated
as of March 1, 2010.)
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:
March 12, 2010
| SEARCHLIGHT MINERALS CORP. | |||
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By:
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/s/ Ian R. McNeil | |
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Ian
R. McNeil
President
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EXHIBIT INDEX
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Exhibit No.
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Description
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99
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Press
Release dated March 1, 2010, issued by Searchlight Minerals Corp.
(incorporated by reference to Exhibit 99 to the Form 8-K of Searchlight
Minerals Corp., dated as of March 1,
2010.)
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