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

 

Date of Report (Date of earliest event reported): February 19, 2014 (February 13, 2014)

 

   

CAMAC Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-34525

30-0349798

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

1330 Post Oak Blvd., Suite 2250, Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

 

(713) 797-2940

(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:

 

[ ]

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))

 

 
 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On February 13, 2014, CAMAC Energy Inc. (the “Company”) held a special meeting of its stockholders at 9:00 AM CST in Houston, Texas (the “Special Meeting”). At the Special Meeting the stockholders approved the First Amendment (the “First Amendment”) to the Company’s Amended 2009 Equity Incentive Plan (the “2009 Plan”). The First Amendment increases the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), that the Company may issue under the 2009 Plan from 12,000,000 shares to 100,000,000 shares, effective as of February 18, 2014. Following the Special Meeting, the Company executed the First Amendment, which is attached hereto as Exhibit 99.1.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

At the Special Meeting the stockholders of the Company approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock issuable thereunder from 300,000,000 shares to an aggregate of 2,500,000,000 shares. The Certificate of Amendment became effective when filed on February 18, 2014, and is attached hereto as Exhibit 3.1.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held the Special Meeting for the purpose of voting on five proposals. The proposals and the final results of the stockholder vote are set forth below:

 

Proposal No. 1 – A proposal to approve the Transfer Agreement, dated as of November 19, 2013 (the “Transfer Agreement”), and the transactions contemplated therein, including (a) the issuance to Allied Energy Plc (“Allied”) of 497,454,857 shares of Common Stock as partial consideration for the assets to be acquired pursuant to the Transfer Agreement (the “Assets”); (b) the potential issuance to Allied of up to 70,695,089 shares of Common Stock, as may be adjusted, upon conversion of the principal amount and/or accrued and unpaid interest, if any, outstanding under the Convertible Subordinated Note to be issued to Allied as partial consideration for the Assets; (c) the potential issuance to Allied of 118,648,869 shares of Common Stock in the event that the Public Investment Corporation (SOC) Limited (“PIC”) fails to perform its obligations under the Share Purchase Agreement (as described below); (d) the potential issuance to Allied of up to $50 million in shares of Common Stock, in lieu of cash, upon the Company’s completing certain oil and gas exploration and production “milestones”; and (e) the potential issuance to Allied of up to 13,958,682 shares of Common Stock, in lieu of up to $10 million in cash payments, to pay liquidated damages if the Company is unable to fulfill its obligation to register certain shares of Common Stock to be issued to Allied.

 

Votes For  

Votes Against  

Abstentions

 

 

 

134,564,617

442,904

183,600

 

 
 
 

 

Proposal No. 2 – A proposal to approve (a) the Share Purchase Agreement, effective as of November 18, 2013 (the “Share Purchase Agreement”), and the transactions contemplated therein, including the issuance to PIC of 376,884,422 shares of Common Stock in exchange for an aggregate cash investment of $270 million; and (b) the potential issuance to PIC of up to 13,958,682 shares of Common Stock, in lieu of up to $10 million in cash payments, to pay liquidated damages if the Company is unable to fulfill its obligation to register certain shares of Common Stock to be issued to PIC.

 

Votes For

Votes Against

Abstentions

     

134,527,627

475,894

187,600

 

Proposal No. 3 – A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock issuable thereunder from 300,000,000 shares to an aggregate of 2,500,000,000 shares.

 

Votes For

Votes Against

Abstentions

     

134,396,826

602,221

192,074

 

Proposal No. 4 – A proposal to approve an amendment to the 2009 Plan to increase the number of shares of Common Stock available for issuance thereunder to 100,000,000 shares of Common Stock.

 

Votes For

Votes Against

Abstentions

     

132,044,075

2,944,060

202,986

 

Proposal No. 5 – A proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of each of Proposal No. 1, Proposal No. 2, Proposal No. 3 and Proposal No. 4.

 

Votes For

Votes Against

Abstentions

     

132,403,828

2,572,891

214,402

 

Of the 158,904,641 shares of Common Stock outstanding as of the record date, 135,191,121 shares were voted at the Special Meeting.

 

Item 7.01 Regulation FD Disclosure

 

On February 13, 2014, the Company issued a press release announcing the results of the Special Meeting. A copy of that press release is attached to this report as Exhibit 99.2.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Section 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing. The information set forth in, or in any exhibit to, this Form 8-K shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 
 
 

 

Item 9.01. Financial Statements and Exhibits .

 

(d)

Exhibits

 

Exhibit

Descriptions

 

3.1

Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, executed and filed with the Delaware Secretary of State on February 18, 2014.

 

99.1

First Amendment to the Company’s Amended 2009 Equity Incentive Plan dated February 18, 2014.

 

99.2

Press Release issued on February 13, 2014.

 

 
 
 

 

SIGNATURES

 

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: February 19, 2014

CAMAC Energy Inc.

 

 

 

 

     

 

 

 

 

/s/ Earl W. McNiel 

 

 

Earl W. McNiel 

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

3.1

Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, executed and filed with the Delaware Secretary of State on February 18, 2014.

 

99.1

First Amendment to the Company’s Amended 2009 Equity Incentive Plan dated February 18, 2014.

 

99.2

Press Release issued on February 13, 2014.

Exhibit 3.1

 

 

CERTIFICATE OF AMENDMENT

 

OF

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

CAMAC ENERGY INC.

 

(Pursuant to Section 242 of the Delaware General Corporation Law)

 

CAMAC Energy Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

1.     This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State on May 2, 2007, as amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State on April 7, 2010 (the “Amended and Restated Certificate of Incorporation”).

 

2.     Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read in full as provided in the following indented paragraphs:

 

ARTICLE IV

 

The Corporation is authorized to issue two (2) classes of shares, designated “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock authorized to be issued is 2,500,000,000 shares, $0.001 par value per share. The total number of shares of Preferred Stock authorized to be issued is fifty million (50,000,000) shares, $0.001 par value per share, of which thirty million (30,000,000) shares have been designated “Series A Convertible Preferred Stock.”

 

The undesignated Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized, subject to Article V, Section 6 of this Amended and Restated Certificate of Incorporation, to fix or alter the rights, preferences, privileges and restrictions of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series or the designation thereof and to increase or decrease the number of shares of any such series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall so be decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of such series.

 

 
 
 

 

3.     This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

4.     All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

 

[Remainder of Page Left Intentionally Blank]

 

 
2 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 18th day of February, 2014.

 

 

 

 

 

By:

/s/ Nicolas J. Evanoff

 

 

Name:

Nicolas J. Evanoff

 

 

Title:  

Secretary

 

 

 

 

 

Signature Page to Certificate of Amendment 

Exhibit 99.1

 

FIRST AMENDMENT 
TO THE 
CAMAC ENERGY INC.

AMENDED 2009 EQUITY INCENTIVE PLAN

 

Clause (a) of Section 3 of the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan, effective as of June 3, 2009, is hereby amended and restated to read in its entirety as follows:

 

“ Stock Subject to the Plan . Subject to the provisions of   Section 13 , the maximum aggregate number of Shares that may be issued under the Plan is one hundred million (100,000,000) Shares. The Shares may be authorized but unissued, or reacquired Common Stock.”

 

Duly adopted effective as of this 18th day of February, 2014.

 

CAMAC Energy Inc.


 

By:

/s/ Nicolas J. Evanoff

 

 

Name: 

Nicolas J. Evanoff

 

 

Title:

Senior Vice President, General Counsel and Secretary  

 

Date:

February 18, 2014

 

 

Exhibit 99.2

 

 

 

 

 

 

February 13, 2014 18:24 ET

 

CAMAC Energy Announces Shareholder Approval

 

HOUSTON, TX--(Marketwired - Feb 13, 2014) - CAMAC Energy Inc. ("CAMAC" or the "Company") (NYSE MKT:  CAK ) announced that at a special meeting of stockholders held today, all of the proposals presented at the meeting were approved by a significant majority of the minority shareholders of the Company.

 

Additionally, CAMAC previously declared a special one-time stock dividend (the "Stock Dividend") of 1.4348 shares per share of outstanding common stock payable on February 21, 2014 to all stockholders of record at the close of business on February 13, 2014.

 

The Company expects its common stock to begin trading on the New York Stock Exchange (NYSE MKT:  CAK ), and the Johannesburg Stock Exchange (JSE:CME), at the dividend-adjusted price on February 24, 2014, which is also the "ex-dividend" date. Accordingly, stockholders who sell their shares of CAMAC common stock prior to February 24, 2014 are also selling their right to the Stock Dividend with respect to the shares of CAMAC common stock sold. Stockholders contemplating a transaction in CAMAC common stock between the record date and the payment date should consult a financial advisor regarding their entitlement to the Stock Dividend.

 

About CAMAC Energy

 

CAMAC Energy is an independent oil and gas exploration and production company focused on energy resources in Africa. Its asset portfolio consists of 8 licenses in 3 countries covering an area of 41,000 square kilometers, including production and other projects offshore Nigeria, as well as exploration licenses onshore and offshore Kenya, and offshore Gambia. CAMAC Energy is headquartered in Houston, Texas. For more information, visit  www.camacenergy.com .

 

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, concerning activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. The Company's actual results could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including the Company's ability to successfully drill, complete, test and produce the wells and prospects identified in this release, the securing of necessary regulatory and stockholder approvals and fulfillment of conditions for completion of the transactions described in this release and risk factors discussed in the Company's periodic reports filed with the SEC. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. You should not place undue reliance on forward-looking statements, which speak only as of their respective dates. The Company undertakes no duty to update these forward-looking statements.

CONTACT INFORMATION

 

 

CAMAC Energy
1330 Post Oak Blvd., Suite 2250
Houston, TX 77056
www.camacenergy.com

Chris Heath
Director, Corporate Finance and Investor Relations
+1 713-797-2945
chris.heath@camacenergy.com