Attached files
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EX-99 - PRESS RELEASE - Searchlight Minerals Corp. | v206567_ex99.htm |
EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - Searchlight Minerals Corp. | v206567_ex10-1.htm |
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) December 22, 2010
SEARCHLIGHT
MINERALS CORP.
Nevada
(State or Other Jurisdiction of Incorporation)
000-30995
|
98-0232244
|
(Commission
File Number)
|
(IRS
Employer 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)
(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):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
On
December 22, 2010, we entered into a Common Stock Purchase Agreement, or the
Purchase Agreement, with Seaside 88, LP, or Seaside. We have agreed
with Seaside, subject to certain conditions and exceptions, to sell an aggregate
of up to 13,000,000 shares of our common stock in up to 11 closings occurring
over the course of a ten-month period. The Purchase Agreement
requires us to issue and sell, and Seaside to buy, 3,000,000 shares of common
stock at the initial closing, and thereafter, at each subsequent closing, up to
1,000,000 shares of our common stock on or about the 15th day of each month,
subject to the satisfaction of certain conditions at each closing, beginning on
December 23, 2010 and ending approximately ten months after the initial
closing. The price of the shares that we sell to Seaside will be at a
15% discount to the volume weighted average trading price of our common stock
for the ten consecutive trading days immediately preceding each closing
date.
The
initial closing of the Purchase Agreement occurred on December 23,
2010. At the initial closing, we issued 3,000,000 shares of common
stock to Seaside at a per share purchase price of $0.53125, resulting in gross
proceeds to us of $1,593,750.
Among the
various conditions that must be satisfied for a particular closing to take place
is a requirement that the volume weighted average trading price of our common
stock for the ten consecutive trading days immediately preceding each closing
date ( the “VWAP”) must be at least $0.50 per share resulting in the minimum
price for any shares sold in the offering and gross proceeds of at least $0.425
per share (as the same may be proportionately adjusted in respect of any stock
split, stock dividend, combination, recapitalization or the like with respect to
the common stock). If the VWAP is below $0.50 per share, then the
applicable closing will not occur. However, in such event, a
subsequent closing that did not occur will be rescheduled to occur following the
end of the originally scheduled closings under the agreement, provided that only
two subsequent closings may be rescheduled. Similarly, in the event
that the registration statement related to the offering is not effective and in
full force and effect on any closing date, then the applicable closing will not
occur, but the originally scheduled closing will not be
rescheduled.
Further,
in the event that we are no longer eligible to use the registration statement to
effect the transactions contemplated under the Purchase Agreement with Seaside
or a Form S-3 registration statement generally, then no further closings will
occur under the Purchase Agreement. However, as soon as reasonably
practicable thereafter, we and Seaside have agreed to execute and deliver a
separate securities purchase agreement and consummate the transactions
contemplated thereby in a private placement transaction. The separate
agreement will provide for the purchase and sale of that number of shares
remaining unsold under the Purchase Agreement, and that the number of subsequent
closings under the separate agreement will correspond to the number of closings
necessary to purchase such unsold shares under the Purchase
Agreement.
2
In
addition, we may elect to cancel up to two subsequent closings during the term
of the Purchase Agreement in the event a material development or potential
material development involving us occurs which we would be obligated to disclose
in a prospectus supplement and which disclosure, in the good faith judgment of
our chief executive officer, chief financial officer, general counsel or board
of directors, would be premature or otherwise inadvisable. In such
case, an additional subsequent closing will be added as a replacement for the
cancelled subsequent closing such that the number of closings pursuant to the
Purchase Agreement will remain unchanged as a consequence of the delivery of the
certificate described above, provided that only two subsequent closings may be
rescheduled. We have the right, upon written notice to Seaside, to
immediately terminate the Purchase Agreement.
In no
event may the purchase of shares of our common stock at a subsequent closing
cause Seaside’s beneficial ownership of our common stock, calculated in
accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, to
exceed 9.99% of our outstanding common stock immediately after such subsequent
closing.
The
Purchase Agreement contains certain representations and warranties and covenants
which must be true and have been performed by the applicable party, or waived by
the other party, at each closing. Seaside has agreed not to engage in
short sales of, or hedging transactions in, our securities during the term of
the Purchase Agreement. We have agreed to indemnify and hold harmless
Seaside against certain liabilities in connection with the sale of our common
stock under the Purchase Agreement.
The
foregoing is not a complete summary of the terms of the Purchase Agreement
described in this Item 1.01, and is qualified in its entirety by reference to
the complete text of the Purchase Agreement attached hereto as Exhibit
10.1.
The
offering and sale of shares of our common stock to Seaside is expected to be
made pursuant to our shelf registration statement on Form S-3 (File No.
333-169993), which was declared effective by the Securities and Exchange
Commission on November 23, 2010. We have filed with the Securities
and Exchange Commission a prospectus supplement relating to the offering
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
“Securities Act”).
ITEM
7.01
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REGULATION
FD DISCLOSURE
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On
December 27, 2010, the Company issued a press release, which is attached hereto
as Exhibit 99.
3
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
1.
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Exhibit
10.1
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Common
Stock Purchase Agreement by and between Searchlight Minerals Corp. and
Seaside 88, LP, dated December 22,
2010.
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2.
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Exhibit
99
|
Press
Release dated December 27, 2010, issued by Searchlight Minerals
Corp.
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4
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:
December 27, 2010
SEARCHLIGHT
MINERALS CORP.
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By:
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/s/Martin B. Oring
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Martin
B. Oring
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President
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5
EXHIBIT
INDEX
Exhibit
No.
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Description
|
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10.1
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Common
Stock Purchase Agreement by and between Searchlight Minerals Corp. and
Seaside 88, LP, dated December 22, 2010
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99
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Press
Release dated December 27, 2010, issued by Searchlight Minerals
Corp.
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6