October 1, 2009 |
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-0404
Attn: Russell Mancuso, Legal Branch Chief
Re: Searchlight Minerals Corp.
Registration Statement on Form S-1/A
(File No. 333-132929)
Dear Mr. Mancuso:
On behalf of Searchlight Minerals Corp. (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Commission”), dated October 1, 2009 (the “Comment Letter”) relating to the above-referenced Registration Statement on Form S-1 (File No. 333-132929) which was amended on September 24, 2009.
The following responses correspond to the numbered paragraphs in your Comment Letter. The responses and undertakings contained in this letter are the positions of the Company. For your convenience, we have set forth each comment in bold typeface and included the Company’s response below the relevant comment:
United States Securities and Exchange Commission
Russell Mancuso, Legal Branch Chief
October 1, 2009
Page 2
Director Compensation, page 106
1. | In your future filings, as applicable, please provide the footnote disclosure required by the Instruction to Regulation S-K Item 402(k)(2)(iii) and (iv). |
In response to your comments, the Company undertakes to include such disclosure in its future filings. Further, the Company has attached a proposed form of such disclosure, which the Company intends to include in the next filing with respect to this Registration Statement. The proposed changes are marked to show all changes from the filing of the Pre-Effective Amendment No. 10 to the Registration Statement on Form S-1/A with the Commission. |
Further, as we discussed today, the Company will, under separate cover, request acceleration of the effective date of the Registration Statement for Friday, October 2, 2009, at 10:00 A.M. (EST) and include the proposed form of disclosure in the response to Comment 1 in the Rule 424(b)(3) prospectus related to the Registration Statement.
In connection with the Company’s response to your comment letter, the Company acknowledges that:
1. The Company is responsible for the adequacy and accuracy of the disclosure in the filing of the Registration Statement;
2. The staff’s comments or changes to disclosure in response to staff comments, do not foreclose the Commission from taking any action with respect to the filings; and
3. The Company may not assert the staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We hope that our responses fully address your inquiries. Please contact us if you have any further questions at the address and phone number in our letterhead.
Very truly yours, /s/ Jeffrey P. Berg Jeffrey P. Berg of BAKER & HOSTETLER LLP |
CC: | CARL S. AGER |
KRISTIN LOCHHEAD |
JOSEPH MCCANN |
IAN R. MCNEIL |
MELVIN L. WILLIAMS |