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 23, 2009
SEARCHLIGHT
MINERALS CORP.
(Exact
Name of Registrant as Specified in Its Charter)
(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
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89052
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
(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):
o
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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))
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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
5.03
AMENDMENT OF ARTICLES
OF INCORPORATION OR BYLAWS
Amended
and Restated Bylaws
On April
23, 2009, the Board of Directors (the “
Board
”) of
Searchlight Minerals Corp. (the “
Corporation
”)
approved amendments (the “
Amendments
”) to the
Corporation’s Amended and Restated Bylaws (the “
Bylaws
”), effective
on the same date. The material amendments to the Corporation’s Bylaws
are as follows:
1. Article
III, Section 8 of the Bylaws was amended to state that any vote of the
stockholders to alter, amend or repeal the following sections of these Bylaws in
any respect shall require the affirmative vote of the holders of at least
sixty-six and two thirds percent (66 2/3%) of the outstanding voting power of
the Corporation, voting together as a single class: (i) Article III, Section 5
(which governs calling and providing notices for annual stockholders meetings),
(ii) Article IV, Section 14 (which provides for a classified Board), and (iii)
Article IV, Section 16 (which provides for how Board vacancies are to be
filled).
2. Article
III, Section 12 of the Bylaws was amended to provide that any action required to
be taken at any annual or special meeting of the stockholders, or any action
which may be taken at any annual or special meeting of the stockholders or
otherwise, may not be taken without a meeting, prior notice and a vote, and
stockholders may not act by written consent.
3. Article
III, Section 13(c) of the Bylaws was added to provide that the provisions of the
Nevada Revised Statutes Section 78.378 through 78.3793 (Acquisition of a
Controlling Interest) (the “Control Share Acquisition Statute”) shall apply to
the acquisition of a controlling interest in the Corporation, irrespective of
whether the Corporation has 200 or more stockholders of record, or whether at
least 100 of the Corporation’s stockholders have addresses in the State of
Nevada appearing on the stock ledger of the Corporation. The Control
Share Acquisition Statute applies only to Nevada corporations with at least 200
stockholders, including at least 100 stockholders of record who are Nevada
residents, and which conduct business directly or indirectly in
Nevada.
This
statute generally provides that any person that acquires a “controlling
interest” acquires voting rights in the control shares, as defined, only as
conferred by the disinterested stockholders of the corporation at a special or
annual meeting. A person acquires a "controlling interest" whenever a
person acquires shares of a subject corporation that, but for the application of
these provisions of the Nevada Revised Statutes, would enable that person to
exercise (1) one-fifth or more, but less than one-third, (2) one-third
or more, but less than a majority or (3) a majority or more, of all of the
voting power of the corporation in the election of directors. Once an acquirer
crosses one of these thresholds, shares which it acquired in the transaction
taking it over the threshold and within the 90 days immediately preceding
the date when the acquiring person acquired or offered to acquire a controlling
interest become "control shares." In the event control shares are
accorded full voting rights and the acquiring person has acquired at least a
majority of all of the voting power, any stockholder of record who has not voted
in favor of authorizing voting rights for the control shares is entitled to
demand payment for the fair value of its shares.
A copy of
the Bylaws are filed herewith as Exhibit 3.1 and incorporated by reference
herein.
ITEM
9.01
FINANCIAL STATEMENTS
AND EXHIBITS
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Exhibit
3.1
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Amended
and Restated Bylaws of Searchlight Minerals Corp. as of April 23,
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:
April 28, 2009
SEARCHLIGHT
MINERALS CORP.
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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3.1
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Amended
and Restated Bylaws of Searchlight Minerals Corp. as of April 23,
2009.
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