As filed with the Securities and Exchange Commission on March 12, 2014.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAMAC Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware | 30-0349798 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1330 Post Oak Blvd.
Suite 2250
Houston, Texas 77056
(Address of Principal Executive Offices)
CAMAC Energy Inc. Amended 2009 Equity Incentive Plan
(Full title of the plan)
Nicolas J. Evanoff
Senior Vice President, General Counsel and Secretary
1330 Post Oak Boulevard
Suite 2250
Houston, Texas 77056
(Name and address of agent for service)
(713) 797-2940
(Telephone number of agent for service)
Copy to:
James L. Rice III
Sidley Austin LLP
1000 Louisiana, Suite 6000
Houston, Texas 77002
(713) 495-4504
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☐ |
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| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered(1)(2) | Proposed maximum | Proposed maximum aggregate | Amount of | ||||||||||||
Common Stock, par value $0.001 per share | 88,000,000 | $ | 0.69 | $ | 60,720,000 | $ | 7,821 | |||||||||
(1) | This Registration Statement on Form S-8 (the “Registration Statement”) registers the issuance of 88,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of CAMAC Energy Inc. issuable pursuant to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan, as amended (the “Plan”). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers additional shares of Common Stock issuable under the Plan that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction. | |||||||||
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The offering price and registration fee are based on a price per share of $0.69, which is the average of the high and low prices for the Common Stock as reported on the NYSE MKT on March 6, 2014. |
PART I
This Registration Statement on Form S-8 is being filed by CAMAC Energy Inc., a Delaware corporation (the “Company” or “Registrant”), for the purpose of registering an additional 88,000,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) under the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of its Registration Statement on Form S-8 filed on July 22, 2009 (File No. 333-160737) and its Registration Statement on Form S-8 filed on July 1, 2011 (File No. 333-175294), each relating to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents have been filed with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and are hereby incorporated by reference into this Registration Statement:
● | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on April 15, 2013; |
● | The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 14, 2013, for the quarter ended June 30, 2013, filed with the SEC on August 13, 2013, and for the quarter ended September 30, 2013, filed with the SEC on November 14, 2013; |
● | The Company’s Current Reports on Form 8-K filed with the SEC on March 5, 2013, May 14, 2013, September 16, 2013, November 22, 2013 (except Item 7.01), December 11, 2013, December 13, 2013, January 27, 2014, February 19, 2014 (except Item 7.01) and February 27, 2014 (except Item 7.01); |
● | Annexes A and B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 15, 2014; | |
| ● | Portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2013 that are incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012; and |
● | The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A12B (File No. 001-34525), filed with the SEC on November 3, 2009, and any further amendment or report filed hereafter for the purpose of updating such description. |
All documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
Exhibit |
| Exhibit Description |
4.1 |
| The Company’s Amended 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-175294) filed on July 1, 2011). |
4.2 | First Amendment to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014). | |
4.3 |
| Amended and Restated Certificate of Incorporation of the Company(incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-SB (File No. 000-52770) filed on August 15, 2007). |
4.4 |
| Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on April 7, 2010 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on April 13, 2010). |
4.5 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on February 19, 2014 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014). | |
4.6 |
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Form 10-SB (File No. 000-52770) filed on August 16, 2007). |
4.7 | Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q (Filed No. 001-34525) filed on May 4, 2011). | |
5.1* |
| Opinion of Sidley Austin LLP |
23.1* |
| Consent of Grant Thornton LLP |
23.2* | Consent of RBSM LLP | |
23.3* | Consent of Calvetti, Ferguson & Wagner, P.C. | |
23.4* |
| Consent of Gaffney, Cline & Associates, Inc. |
23.5* |
| Consent of Sidley Austin LLP (included in the opinion filed as Exhibit 5.1) |
24.1* |
| Power of Attorney (included on signature page) |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 12th day of March, 2014.
| CAMACENERGY INC. |
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| By: | /s/ Earl W. NcNiel |
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| Earl W. McNiel |
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| Senior Vice President and Chief Financial |
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| Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicolas J. Evanoff and Earl W. McNiel, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
| Title | Date | |
/s/Dr. Kase Lukman Lawal |
| Chief Executive Officer, President, Director and | March 12, 2014 | |
Dr. Kase Lukman Lawal |
| Chairman of the Board (Principal Executive Officer) |
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/s/Earl W. McNiel |
| Senior Vice President and Chief Financial Officer | March 12, 2014 | |
Earl W. McNiel |
| (Principal Financial Officer) |
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/s/Adama Traore |
| Vice President and Chief Accounting Officer | March 12, 2014 | |
Adama Traore | (Principal Accounting Officer) | |||
/s/Dr. Lee Brown |
| Director | March 12, 2014 | |
Dr. Lee Brown |
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/s/John Hofmeister |
| Director | March 12, 2014 | |
John Hofmeister |
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/s/William J. Campbell |
| Director | March 12, 2014 | |
William J. Campbell |
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/s/J. Kent Friedman |
| Director | March 12, 2014 | |
J. Kent Friedman |
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/s/Ira Wayne McConnell |
| Director | March 12, 2014 | |
Ira Wayne McConnell |
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EXHIBIT INDEX
Exhibit |
| Exhibit Description |
4.1 |
| The Company’s Amended 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-175294) filed on July 1, 2011). |
4.2 | First Amendment to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014). | |
4.3 |
| Amended and Restated Certificate of Incorporation of the Company(incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-SB (File No. 000-52770) filed on August 15, 2007). |
4.4 |
| Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on April 7, 2010 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on April 13, 2010). |
4.5 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on February 19, 2014 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014). | |
4.6 |
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Form 10-SB (File No. 000-52770) filed on August 16, 2007). |
4.7 | Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q (Filed No. 001-34525) filed on May 4, 2011). | |
5.1* |
| Opinion of Sidley Austin LLP |
23.1* |
| Consent of Grant Thornton LLP |
23.2* | Consent of RBSM LLP | |
23.3* | Consent of Calvetti, Ferguson & Wagner, P.C. | |
23.4* |
| Consent of Gaffney, Cline & Associates, Inc. |
23.5* |
| Consent of Sidley Austin LLP (included in the opinion filed as Exhibit 5.1) |
24.1* |
| Power of Attorney (included on signature page) |
*Filed herewith
