Attached files
| file | filename |
|---|---|
| EX-10.3 - Searchlight Minerals Corp. | v198127_ex10-3.htm |
| EX-10.2 - Searchlight Minerals Corp. | v198127_ex10-2.htm |
| EX-10.1 - Searchlight Minerals Corp. | v198127_ex10-1.htm |
| EX-99.1 - Searchlight Minerals Corp. | v198127_ex10-4.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
October 1,
2010
Date of
Report (Date of earliest event reported)
Searchlight Minerals
Corp.
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-30995
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98-0232244
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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#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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
5.02 DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF OFFICERS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Resignation
of Chief Executive Officer and Director
By letter
dated as of October 1, 2010, Ian R. McNeil resigned as a director of Searchlight
Minerals Corp. (the “Company”). Mr.
McNeil also resigned as the Company’s Chairman of the Board, Chief Executive
Officer and President. There were no disagreements between Mr. McNeil
and the Company.
In
addition, a vacancy on the Board was created by the recent death on September
29, 2010 of Harry B. Crockett, one of our directors.
Separation
and Release Agreement
On
October 1, 2010, Mr. McNeil entered into a Separation and Release Agreement with
the Company in connection with his resignation from the Board of Directors and
as an executive officer of the Company. A copy of the agreement is
being filed as Exhibit 10.3 to this report, and is incorporated by reference
into this Item 5.02. The description of the agreement below is a
summary, and does not purport to be complete and is qualified in its entirety by
reference to the agreement.
Under the
terms of the Separation and Release Agreement, the parties agreed as
follows:
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·
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the
Company will pay Mr. McNeil a separation payment of $15,833 per month,
less applicable taxes, in semi-monthly payments for a period of 90 days
from October 1, 2010;
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·
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the
Company will pay for certain health benefits of Mr. McNeil during the 90
day period;
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·
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all
of the options held by Mr. McNeil will expire at their current expiration
dates; and
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·
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Mr.
McNeil gave a general release to the Company, subject to certain
exceptions for claims that cannot be waived or released by law and for any
claim by Mr. McNeil for indemnification, as provided by applicable
provisions of Nevada law.
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Appointment
of Interim Chief Executive Officer and Chairman of the Board and Related
Compensation Agreements
Effective
as of October 1, 2010, the Company’s Board of Directors appointed Martin B.
Oring, one of the Company’s current directors and former lead independent
director, to serve as Chairman of the Board of Directors and interim Chief
Executive Officer and President.
On
October 1, 2010, the Company entered into an employment agreement and
non-qualified stock option agreement with Mr. Oring as the Company’s new Interim
Chief Executive Officer and President. Copies of the agreements are
being filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by
reference into this Item 5.02. The description of the agreements
below is a summary, and does not purport to be complete and is qualified in its
entirety by reference to the agreements.
The
employment agreement with Mr. Oring for his services as Chief Executive Officer
of the Company is effective as of October 1, 2010. The agreement is
on an at will basis and the Company may terminate his employment, upon written
notice, at any time, with or without cause or advance notice. The
Company has agreed to pay Mr. Oring an annual base salary of
$150,000. Mr. Oring will be provided with reimbursement for
reasonable business expenses in connection with his duties as Chief Executive
Officer. Mr. Oring has voluntarily agreed not to participate in
health or other benefit plans or programs otherwise in effect from time to time
for executives or employees of the Company.
In
addition, on October 1, 2010, Mr. Oring was granted options to purchase up to
300,000 shares of the Company’s common stock pursuant to a non-qualified stock
option agreement, with an exercise price of $0.91 per share (based on the
closing price of the Company’s common stock on the date of grant).
Of the
300,000 options, 100,000 options vested on execution of the
agreement. The remaining 200,000 options will vest over the term of
the option in connection with the occurrence of certain events, as follows: (i)
100,000 options will vest in connection with an equity financing or series of
financings resulting in (or a binding commitment for such a financing which will
result in) gross proceeds to the Company of at least $5,000,000, and (ii)
100,000 options will vest in connection with the hiring of a new Chief Executive
Officer to replace Mr. Oring or Mr. Oring’s remaining as Chief Executive Officer
for at least 30 months. In addition, all of the remaining 200,000
options will vest in connection with a significant corporate transaction
generally resulting in a sale or change of control of the Company.
The
options also have certain accelerated vesting and forfeiture provisions in the
case of certain events involving his death, disability or termination of his
services with the Company. The options each expire on the fifth
anniversary of the date that they vest, but in no event later than the tenth
anniversary of the agreement.
Adjustment
of Base Compensation of Directors and Executive Officers
In
September 2010, the Company and its executive officers and directors agreed that
base cash compensation for such persons will be reduced by 25% from their
previous compensation levels, until further agreement between the Company and
such persons.
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ITEM
7.01
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REGULATION
FD DISCLOSURE
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On
October 4, 2010, the Company issued a press release, which is attached hereto as
Exhibit 99.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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Exhibit
10.1
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Employment
Agreement with Martin B. Oring, dated October 1,
2010.
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Exhibit
10.2
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Non-Qualified
Stock Option Agreement with Martin B. Oring, dated October 1,
2010.
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Exhibit
10.3
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Separation
and Release Agreement with Ian R. McNeil, dated October 1,
2010.
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Exhibit
99
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Press
Release dated October 4, 2010, issued by Searchlight Minerals
Corp.
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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.
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SEARCHLIGHT
MINERALS CORP.
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Dated:
October 4, 2010
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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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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement with Martin B. Oring, dated October 1, 2010
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10.2
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Non-Qualified
Stock Option Agreement with Martin B. Oring, dated October 1,
2010
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10.3
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Separation
and Release Agreement with Ian R. McNeil, dated October 1,
2010
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99
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Press
Release dated October 4, 2010, issued by Searchlight Minerals
Corp.
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