As
filed with the Securities and Exchange Commission on May 21, 2010
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
__________________________________
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________________
CAMAC
ENERGY INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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30-0349798
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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250
East Hartsdale Ave.
Suite
47
Hartsdale,
New York 10530
(Address,
including zip code, and telephone number, including area code
of
registrant’s principal executive offices)
_________________________________________
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Copies
to:
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Scott
C. Kline, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
50
Fremont Street
San
Francisco, CA 94105-2228
(415)
983-1523
_____________________________________
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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Approximate date of commencement of
proposed sale to the public: From time to time after the Registration
Statement becomes effective.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following
box. þ
If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. o
If this form is a registration
statement pursuant to General Instruction 1.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. o
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction 1.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
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 þ | |
| Non-accelerated filer □ (Do not check if a smaller reporting company) | Smaller reporting company □ |
Calculation of Additional
Registration Fee(1)
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Title
of Each Class of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
maximum offering price per share (2)
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Proposed
Maximum Aggregate
Offering
Price (2)
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Amount
of Registration Fee
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Common
Stock, $0.001 par value per share
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89,467,120
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$4.05
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$362,341,836
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$25,835
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(1)
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All
shares are being registered on this registration statement for resale by
the selling stockholder named in this prospectus. Pursuant to
Rule 416(a) of the Securities Act of 1933, this registration statement
also registers such additional shares of the registrant’s common stock as
may become issuable to prevent dilution as a result of stock splits, stock
dividends or similar transactions with respect to the common shares being
registered hereunder.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low price for the Company’s Common
Stock on the NYSE Amex on May 19,
2010.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended, or until the Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THE SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated May 21, 2010
CAMAC
Energy Inc.
89,467,120
Shares of Common Stock
____________________________
This
prospectus relates to 89,467,120 shares of our common stock beneficially owned
by the selling stockholder named under the caption “Selling Security Holders” in
this prospectus. We will not receive any proceeds from the sales by
the selling stockholder.
Our
common stock is listed on the NYSE Amex under the symbol “CAK.” On
May 19, 2010, the last reported sale price for our common stock on the NYSE Amex
was $4.02 per share. You are urged to obtain current market
quotations of our common stock before purchasing any of the shares being offered
for sale pursuant to this prospectus.
The
shares of our common stock offered under this prospectus are being registered to
permit the selling stockholder to sell the shares from time to time in the
public market. The selling stockholder may sell the shares through
ordinary brokerage transactions or through any other means described in the
section titled “Plan of Distribution.” We do not know when or in what
amount the selling stockholder may offer the shares for sale. The
selling stockholder may sell any, all or none of the shares offered by this
prospectus.
Investing
in the shares being offered pursuant to this prospectus involves a high degree
of risk. You should carefully read and consider the information set forth in the
section of this prospectus titled “Risk Factors,” beginning on page 4, when
determining whether to purchase any of these shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The date
of this Prospectus is ,
2010
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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1
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Risk
Factors
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4
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Forward-Looking
Statements
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4
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Use
of Proceeds
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4
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Description
of Capital Stock
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4
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Selling
Security Holders
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6
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Plan
of Distribution
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8
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Legal
Matters
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10
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Experts
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10
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Where
You Can Find More Information
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10
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Incorporation
of Certain Information By Reference
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10
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You
should rely only on the information provided or incorporated by reference in
this prospectus or any prospectus supplement. Neither we nor the
selling stockholder has authorized anyone to provide you with additional or
different information. The selling stockholder is not making an offer
of these securities in any jurisdiction where the offer is not
permitted. You should assume that the information in this prospectus
and any prospectus supplement is accurate only as of the date on the front of
the document and that information incorporated by reference in this prospectus
or any prospectus supplement is accurate only as of the date of the document
incorporated by reference.
In this
prospectus and any prospectus supplement, unless otherwise indicated, “CAMAC,”
“the Company,” “we,” “us” and “our” refer to CAMAC Energy Inc., its wholly-owned
subsidiaries and joint venture companies, and do not refer to the selling
stockholder.
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PROSPECTUS
SUMMARY
This
summary highlights information about us and the common stock being offered
by this prospectus. This summary is not complete and may not
contain all of the information that you should consider prior to investing
in our common stock. You should read this prospectus, including
all documents incorporated herein by reference, together with additional
information described under the heading “Where You Can Find More
Information.”
Our
Company
We
are a global energy exploration, development, production, distribution and
services corporation. At this time our main asset is an interest in
a Production Sharing Contract, or PSC, with respect to an oilfield asset
located offshore Nigeria known as the Oyo Field which commenced production
in December 2009 from two subsea wells in a water depth of approximately
300 meters. These wells are connected to the Armada Perdana Floating
Production Storage and Offloading, or FPSO, vessel. The FPSO has a
treatment capacity of 40,000 barrels of liquids per day, with gas
treatment and re-injection facilities, and is capable of storing up to one
million barrels of crude oil. The associated gas will be re-injected into
the Oyo Field reservoir by a third well to maximize oil recovery.
Additional production wells have been proposed and may be drilled as early
as the fourth quarter of 2010. Additional information regarding
this asset is available in our proxy statement filed with the Securities
and Exchange Commission, or the SEC, on March 19, 2010.
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Corporate Structure
The following chart reflects our current corporate organizational
structure:
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The Offering
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| Common stock offered by the selling stockholder | 89,467,120 shares | |||
| Common stock outstanding before the offering | 143,597,070 shares (1) | |||
| Common stock outstanding after the offering | 143,597,070 shares (1) | |||
| Proceeds to us | We will not receive any proceeds from the sale of common stock covered by this prospectus. | |||
| Trading | Our common stock is traded on the NYSE Amex under the symbol “CAK.” | |||
| Risk factors | You should read “Risk Factors” for a discussion of factors that you should consider carefully before deciding whether to purchase shares of our common stock. | |||
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(1) Based on 143,597,070 shares of our
common stock issued and outstanding as of May 21, 2010.
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RISK
FACTORS
Before
making an investment decision, you should carefully consider the risks described
under “Risk Factors” in the applicable prospectus supplement and in our most
recent Annual Report on Form 10-K, as amended, our definitive proxy statement
filed with the SEC on March 19, 2010, and any updates in our Quarterly Reports
on Form 10-Q, together with all of the other information appearing in this
prospectus or incorporated by reference into this prospectus and any applicable
prospectus supplement, in light of your particular investment objectives and
financial circumstances. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks. The
trading price of our securities could decline due to any of these risk factors,
and you may lose all or any part of your investment.
FORWARD-LOOKING
STATEMENTS
This
prospectus includes “forward-looking statements” within the meaning of Section
27A of the United States Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the United States Securities Exchange Act of 1934, as
amended, or the Exchange Act. Any statements about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and may be forward-looking. These statements are
often, but not always, made through the use of words or phrases like
“anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,”
“target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,”
“we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and
similar words or phrases. We base these forward-looking statements on
our expectations, assumptions, estimates and projections about our business and
the industry in which we operate as of the date of this
prospectus. These forward-looking statements are subject to a number
of risks and uncertainties that cannot be predicted, quantified or controlled
and that could cause actual results to differ materially from those set forth
in, contemplated by, or underlying the forward-looking
statements. Statements in this prospectus, and in documents
incorporated into this prospectus, including those set forth in “ Risk Factors,”
describe factors, among others, that could contribute to or cause these
differences.
Because
the factors discussed in this prospectus or incorporated by reference could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to predict which will
arise. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements.
USE
OF PROCEEDS
The
proceeds from the sale of the common stock covered by this prospectus will be
received by the selling shareholder. We will not receive any proceeds
from the sale by the selling shareholder of the shares of common stock offered
by this prospectus.
DESCRIPTION
OF CAPITAL STOCK
The authorized capital stock of the
Company consists of 300,000,000 shares of Common Stock, $0.001 par value per
share, and 50,000,000 shares of Preferred Stock, $0.001 par value per share, of
which 30,000,000 shares have been designated as “Series A Convertible
Preferred Stock,” 6,291,048 of which remain issuable following the automatic
conversion of 23,708,952 shares of the Company’s Series A Convertible
Preferred Stock as a result of the Autoconversion (please refer to “Description
of Capital Stock—Series A Convertible Preferred Stock” below). The following is
a summary of the rights of the Company’s authorized capital
stock:
Common
Stock
We are authorized to issue up to
300,000,000 shares of common stock, par value $0.001 per share. As of May 21,
2010, we have 143,597,070 shares of common stock issued and
outstanding.
4
Each common share entitles the holder
to one vote on all matters submitted to a vote of our stockholders. When a
dividend is declared by the Company’s board of directors, all stockholders are
entitled to receive a fixed dividend subject to preferences applicable to any
series of preferred stock that may be issued in the future. All shares of our
common stock issued by the Company are of the same class, and have equal
liquidation, preference, and adjustment rights subject to preferences applicable
to any series of preferred stock that may be issued in the future. Holders of
outstanding shares of our common stock have no preemptive, conversion or
redemptive rights.
All of the issued and outstanding
shares of our common stock are duly authorized, validly issued, fully paid and
non-assessable. To the extent that additional shares of our common stock are
issued, the relative interests of existing stockholders will be
diluted.
Our independent stock transfer agent is
Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New
York, NY 10004. Their telephone number is (212) 509-4000.
Series A
Convertible Preferred Stock
Pursuant to the Amended and Restated
Certificate of Incorporation of PAP, dated May 2, 2007, as a result of the
average closing sales price of our Common Stock exceeding $3.125 per share for
twenty consecutive trading days, upon the close of trading on June 5, 2007,
all of our 23,708,952 shares of issued and outstanding Series A Convertible
Preferred Stock were automatically converted on a 1:1 basis into a total of
23,708,952 shares of Common Stock of the Company (the
“Autoconversion”).
Undesignated
Preferred Stock
Our Amended and Restated Certificate of
Incorporation permits us to issue up to 50,000,000 shares of our preferred stock
in one or more series and with rights and preferences that may be fixed or
designated by our board of directors without any further action by our
stockholders.
The rights, privileges, preferences and
restrictions of any such series may be subordinated to, made pari passu with
(including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or made senior to any of those of any present or
future class or series of preferred stock or common stock. The powers,
preferences, rights and qualifications, limitations and restrictions of the
preferred stock or any other series of preferred stock will be fixed by the
certificate of designation relating to such series and, if offered by us, will
be set forth in the applicable prospectus supplement, which will specify the
terms of the preferred stock, including, but not limited to:
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the
maximum number of shares in the series and the distinctive
designation;
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the
terms on which dividends, if any, will be
paid;
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the
terms and conditions, if any, on which the shares of the series shall be
convertible into, or exchangeable for, shares of any other class or
classes of capital stock;
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the
voting rights, if any, of the shares of the
series;
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the
rights and terms of redemption (including sinking and purchase fund
provisions); and
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the
dissolution preferences and the rights in respect to any distribution of
assets of any wholly unissued series of preferred
stock.
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There shall be no limitation or
restriction on any variation between any of the different series of preferred
stock as to the designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof; and the several series of preferred stock may, except as otherwise
expressly provided in any prospectus supplement or document incorporated by
reference, as applicable, vary in any and all respects as fixed and determined
by the resolution or resolutions of our board of directors or any committee
thereof, providing for the issuance of the various series; provided, however, that all
shares of any one series of preferred stock shall have the same
designation, preferences and relative, participating, optional or other special
rights and qualifications, limitations and restrictions.
5
Except as otherwise required by law, or
as otherwise fixed by resolution or resolutions of our board of directors with
respect to one or more series of preferred stock, the entire voting power and
all voting rights shall be vested exclusively in the common stock, and each
holder of shares of our common stock who at the time possesses voting power for
any purpose shall be entitled to one vote for each share of such stock standing
in such stockholder’s name on our books.
Anti-Takeover
Provisions of Delaware Law and Charter Provisions
We are not subject to Section 203 of
the Delaware General Corporation Law, which regulates corporate acquisitions. In
general, Section 203 prohibits a Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a period of three
years following the date the person became an interested stockholder,
unless:
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the
board of directors approved the transaction in which such stockholder
became an interested stockholder prior to the date the interested
stockholder attained such status;
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upon
consummation of the transaction that resulted in the stockholder’s
becoming an interested stockholder, he or she owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding shares owned by persons who are directors and also
officers; or
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the
person became an interested stockholder, on or subsequent to such date the
business combination is approved by the board of directors and authorized
at an annual or special meeting of
stockholders.
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A “business combination” generally
includes a merger, asset or stock sale, or other transaction resulting in a
financial benefit to the interested stockholder. In general, an “interested
stockholder” is a person who, together with affiliates and associates, owns, or
within three years prior to the determination of interested stockholder status,
did own, 15% or more of a corporation’s voting stock. Our decision to opt out of
Section 203 would allow any interested stockholder to transfer shares in
excess of 15% of our voting stock to a third party free of the restrictions
imposed by Section 203. This could make us more vulnerable to takeovers
that are completed without the approval of our board of directors and without
giving us the ability to prohibit or delay such takeovers as effectively. These
provisions could also limit the price that investors may be willing to pay in
the future for shares of our common stock.
Our Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws contain various provisions
intended to promote the stability of our stockholder base and render more
difficult certain unsolicited or hostile attempts to take us over, that could
disrupt us, divert the attention of our directors, officers and employees and
adversely affect the independence and integrity of our business. These
provisions include:
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Special Meetings of
Stockholders — Our Amended and Restated Bylaws provide that special
meetings of the stockholders may only be called by our Chairman, our board
of directors, or upon written notice to our board of directors by our
stockholders holding not less than 25% of our outstanding voting capital
stock.
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Amendment of By-laws —
Our Amended and Restated Bylaws may be amended by our board of
directors alone.
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Advance Notice Procedures —
Our Amended and Restated Bylaws establish an advance notice
procedure for stockholder proposals to be brought before an annual meeting
of our stockholders. At an annual meeting, our stockholders elect a board
of directors and transact such other business as may properly be brought
before the meeting. By contrast, at a special meeting, our stockholders
may transact only the business for the purposes specified in the notice of
the meeting.
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No cumulative voting —
Our Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws do not include a provision for cumulative voting in the
election of directors.
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Vacancies — Our Amended
and Restated Bylaws provide that vacancies on our board may be filled by a
majority of directors in office, although less than a quorum, and not by
the stockholders.
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Preferred Stock — Our
Amended and Restated Certificate of Incorporation allow us to issue up to
50,000,000 shares of undesignated preferred stock with rights senior to
those of the common stock and that otherwise could adversely affect the
rights and powers, including voting rights, of the holders of common
stock. In some circumstances, this issuance could have the effect of
decreasing the market price of the common stock as well as having the
anti-takeover effect discussed
above.
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Authorized but Unissued Shares
— Our board of directors may cause us to issue our authorized but
unissued shares of common stock in the future without stockholders'
approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence
of authorized but unissued shares of common stock could render more
difficult or discourage an attempt to obtain control of a majority of our
common stock by means of a proxy contest, tender offer, merger or
otherwise.
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SELLING
SECURITY HOLDERS
This
prospectus relates to the resale by the selling stockholder named below from
time to time of up to a total of 89,467,120 shares of our common stock, which
were issued and sold to the selling stockholder in connection with a purchase
and sale transaction described below which is exempt from registration under the
Securities Act. All of the common stock offered by this prospectus is
being offered by the selling stockholder for its own account.
On
November 18, 2009, we entered into a Purchase and Sale Agreement (the “Purchase
Agreement”), as amended on March 4, 2010, with CAMAC Energy Holdings Limited
(“CEHL”), an accredited investor, and certain of its affiliates pursuant to
which we agreed to acquire all of CEHL’s interest in the PSC with respect to
that certain oilfield asset known as the Oyo Field. Pursuant to the
Purchase Agreement, as partial consideration for this acquisition we issued to
CEHL 89,467,120 shares of our common stock. The foregoing securities
were issued pursuant to the exemption from registration provided by Section 4(2)
of the Securities Act for the offer and sale of securities not involving a
public offering and Rule 506 of Regulation D promulgated
thereunder. Pursuant to the Purchase Agreement, we also entered into
a registration rights agreement with CEHL, pursuant to which, among other
things, we agreed to register the shares issued to CEHL within a pre-defined
period. For additional information regarding this purchase and sale
transaction and the related transaction agreements, please see our current
reports on Form 8-K filed on November 23, 2009, March 8, 2010, April 13, 2010,
our proxy report filed on March 19, 2010, and the exhibits or annexes attached
thereto.
6
The following
table sets forth certain information regarding the selling stockholder and the
shares offered by it in this prospectus. Beneficial ownership is
determined in accordance with the rules of the SEC. In computing the
number of shares beneficially owned by a selling stockholder and the percentage
of ownership of that selling stockholder, shares of common stock and underlying
shares of convertible preferred stock, options or warrants held by that selling
stockholder that are convertible or exercisable, as the case may be, within 60
days of May 21, 2010 are included. The selling stockholder’s
percentage of ownership in the following table is based upon 143,597,070 shares
of common stock outstanding as of May 21, 2010.
The selling stockholder has not held a position as
an officer or director of the Company. All information with respect
to share ownership has been furnished by the selling stockholder. The
shares being offered are being registered to permit public secondary trading of
the shares and the selling stockholder may offer all or part of the shares owned
for resale from time to time. In addition, the selling stockholder
does not have any material relationships with us or any of our affiliates or
predecessors other than as disclosed below. Furthermore, the selling
stockholder is not a registered broker-dealer or an affiliate of a registered
broker-dealer.
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Number of
Shares of
Common Stock Owned Prior to Offering |
Maximum
Number of Shares of Common Stock Being
Offered
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Shares of
Common Stock
Owned After the Offering |
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| Name of Selling Stockholder |
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Number
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Percent (2)
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Number (1)
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Percent
(1)
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CAMAC
Energy Holdings Limited (3)
(4)
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89,467,120 | 62.3 | % | 89,467,120 | 0 | * | |||||||||||||||
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* Less
than 1%.
(1)
Assumes that all securities offered are sold.
(2) As of
May 21, 2010, a total of 143,597,070 shares of our common stock are considered
outstanding pursuant to SEC Rule 13d-3(d)(1).
(3) Based
on a Schedule 13D filed with the SEC on April 19, 2010 by CEHL, CAMAC Energy EP
Limited (“CEEP”), CAMAC International Ltd. (“CIL”), Dr. Kase Lawal, Limota
Lawal, Iyabo Adegbemile, Kamoru Lawal, Sifawu Lawal and Mukaila Lawal
(collectively, the “Lawal Family”), the Lawal Family as a group has the power to
vote or dispose of the Common Stock by virtue of the Lawal Family’s ownership of
93.3% of the outstanding shares in CIL. CIL owns all of the
outstanding shares in CEEP, and thus has the power to vote or dispose of all
such shares, and CEEP owns all of the outstanding shares of CEHL, and thus has
the power to vote or dispose of the Common Stock. The members of the
Lawal Family stated above, therefore, are the natural control
persons. Dr. Kase Lawal, Chairman of our Board of Directors, is a
director of CEHL, and is also a director of CEEP and the Chairman and Chief
Executive Officer of CIL. Kamoru Lawal, a director of CEHL, is a
director of CEEP and serves as a director and the Secretary of
CIL. Dr. Kase Lawal and Kamoru Lawal are brothers, Limota Lawal is
their mother, Iyabo Adegbemile is their sister, and Mukaila Lawal is their
half-brother. Sifawu Lawal is the mother of Kukaila
Lawal. Pursuant to the Purchase Agreement, for a period commencing on
April 7, 2010 and ending the date that is one (1) year following such date, we
agreed that the Board of Directors of the Company will consist of seven (7)
members, four (4) of whom will be nominated by CEHL, and three (3) of whom shall
be current Company directors. We have also entered into a number of
other agreements with CEHL and certain of its affiliates, as disclosed in the
Company’s Form 8-K filed with the SEC on April 13, 2010 and incorporated by
reference in this prospectus.
(4) Mr.
Abiola Lawal, the Company's Interim Chief Financial Officer, serves the
Company on a full-time basis pursuant to a secondment from CAMAC
International Corporation ("CIC"), Mr. Abiola Lawal's employer (the
"Secondment"). Mr. Abiola Lawal will remain an employee of CIC, who will
be contracting his services to the Company pursuant to the Secondment on a
month-to-month basis. The Company's Chairman and Director, Dr.
Kase Lawal, is also a minority shareholder and director of CIC, as well as
an indirect shareholder and control person of CEHL. In addition to
being a shareholder of CIC, Dr. Kase Lawal is the Chairman and CEO of that
company, and is also a director of CIL and CEHL. Mr. Abiola Lawal and
Dr. Kase Lawal have no familial relationship. CIC represents the interests
of CEHL and other entities affiliated with CAMAC International Ltd.
(collectively, “CAMAC Entities”), providing technical, administrative, and other
assistance to the CAMAC Entities in the United States and overseas.
Although some of the shareholders of CIC, including Dr. Kase Lawal, also own
shares of the CAMAC Entities, the majority ownership of CIC and CIL are
different. Pursuant to the Secondment, the Company has assumed
and pays to CIC directly all compensation and related overhead expenses with
respect to Mr. Abiola Lawal's employment, benefits, and related taxes and fees
paid by CIC with respect to his employment by CIC. During the term of Mr.
Abiola Lawal's service to the Company pursuant to the Secondment, he no longer
serves as an executive officer of CIC or any party related to CIC or any of the
CAMAC Entities.
7
PLAN
OF DISTRIBUTION
The
selling stockholder (including any of its pledgees, donees, transferees,
assignees and successors-in-interest) may, from time to time, sell any or all of
its shares of our common stock on any stock exchange, market or trading facility
on which the shares are traded or quoted or in private
transactions. These sales may be at fixed or negotiated
prices. The selling stockholder may use any one or more of the
following methods when selling shares:
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits investors;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
to
cover short sales made after the date that this Registration Statement is
declared effective by the SEC;
|
|
·
|
broker-dealers
may agree with the selling stockholder to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
a
combination of any such methods of sale;
and
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling stockholder may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or
discounts from the selling stockholder (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholder does not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.
The
selling stockholder may from time to time pledge or grant a security interest in
some or all of the shares owned by it and, if it defaults in the performance of
its secured obligations, the pledgees or secured parties may offer and sell
shares of common stock from time to time under this prospectus, or under an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of selling stockholders to
include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
Upon the
Company being notified in writing by the selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares of common stock were sold, (iv) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this prospectus,
and (vi) other facts material to the transaction. In addition, upon
the Company being notified in writing by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares of our common stock, a supplement
to this prospectus will be filed if then required in accordance with applicable
securities law.
8
The
selling stockholder also may transfer the shares of our common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
selling stockholder and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of the shares offered pursuant to this prospectus will be
paid by the selling stockholder and/or the purchasers. The selling
stockholder has represented and warranted to the Company that it acquired the
securities subject to this prospectus in the ordinary course of such selling
stockholder’s business and, at the time of its purchase of such securities such
selling stockholder had no agreements or understandings, directly or indirectly,
with any person to distribute any such securities.
FINRA
Rule 5110 requires FINRA members firms (unless an exemption applies) to satisfy
the filing requirements of Rule 5110 in connection with the resale, on behalf of
selling stockholders, of the securities on a principal or agency
basis. NASD Notice to Members 88-101 states that in the event a
selling stockholder intends to sell any of the shares registered for resale in
this prospectus through a member of the FINRA participating in a distribution of
our securities, such member is responsible for insuring that a timely filing, if
required, is first made with the Corporate Finance Department of FINRA and
disclosing to FINRA the following:
|
·
|
it
intends to take possession of the registered securities or to facilitate
the transfer of such certificates;
|
|
·
|
the
complete details of how the selling stockholder’s shares are and will be
held, including location of the particular
accounts;
|
|
·
|
whether
the member firm or any direct or indirect affiliates thereof have entered
into, will facilitate or otherwise participate in any type of payment
transaction with the selling stockholder, including details regarding any
such transactions; and
|
|
·
|
in
the event any of the securities offered by the selling stockholder are
sold, transferred, assigned or hypothecated by the selling stockholder in
a transaction that directly or indirectly involves a member firm of the
FINRA or any affiliates thereof, that prior to or at the time of said
transaction the member firm will timely file all relevant documents with
respect to such transaction(s) with the Corporate Finance Department of
the FINRA for review.
|
No FINRA
member firm may receive compensation in excess of that allowable under FINRA
rules, including Rule 5110, in connection with the resale of the securities by
the selling stockholder, which total compensation may not exceed
8%.
The Company has
advised the selling stockholder that it is the view of the SEC that it may not
use shares registered on the registration statement to which this prospectus
relates to cover short sales of our common stock made prior to the date on which
the registration statement to which this prospectus relates shall have been
declared effective by the SEC. If the selling stockholder uses this
prospectus for any sale of the Company’s common stock, it will be subject to the
prospectus delivery requirements of the Securities Act. The selling
stockholder will be responsible to comply with the applicable provisions of the
Securities Act and Exchange Act, and the rules and regulations thereunder
promulgated, including, without limitation, Regulation M, as applicable to such
selling stockholder in connection with resales of their respective shares under
the registration statement to which this prospectus relates.
The
Company is required to pay all fees and expenses incident to the registration of
these shares, but the Company will not receive any proceeds from the sale of our
common stock. The Company has agreed to indemnify the selling
stockholder against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
9
LEGAL
MATTERS
The
validity of the common stock offered by this prospectus will be passed upon for
us by Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
EXPERTS
Our consolidated financial statements appearing in our Annual
Report (Form 10-K) for the years ended December 31, 2009, 2008 and 2007, and the
effectiveness of our internal control over financial reporting as of December
31, 2009, have been audited by RBSM LLP, an independent registered public
accounting firm, as set forth in its reports thereon, which conclude that we
maintained effective internal control over financial reporting as of December
31, 2009, based on Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Such consolidated financial statements
are incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
No expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of the
securities was employed on a contingency basis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or indirect, in the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer
or employee.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, prospectuses and
other information with the SEC. You may read and copy any materials that we file
with the SEC at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the public reference rooms. The SEC also maintains an
internet website, at http://www.sec.gov, that contains our filed reports, proxy
and information statements and other information that we file electronically
with the SEC. Additionally, we make these filings available, free of charge, on
our website at www.camacenergy.com as soon as reasonably practicable after we
electronically file such materials with, or furnish them to, the SEC. The
information on our website, other than these filings, is not, and should not be,
considered part of this prospectus and is not incorporated by reference into
this document.
We have filed a registration statement
on Form S-3 with the SEC with respect to the securities offered in this
offering. This prospectus does not contain all of the information set forth in
the registration statement and the exhibits filed as part of the registration
statement. For further information about us and the securities offered in this
offering, you may refer to the registration statement and its exhibits and
schedules as well as the documents described herein or incorporated herein by
reference. Statements contained in this prospectus concerning the contents of
any contract or any other document are not necessarily complete. If a contract
or document has been filed as an exhibit to the registration statement, we refer
you to the copy of the contract or document that has been filed. Each statement
in this prospectus relating to a contract or document filed as an exhibit is
qualified in all respects by the filed exhibit. You can review and copy these
documents at the public reference facilities maintained by the SEC or on the
SEC's website as described above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” into this prospectus the information
that we have filed with the SEC, which means that we can disclose important
information to you by referring you to those documents. Any information that we
file subsequently with the SEC will automatically update this
prospectus. We incorporate by reference into this prospectus the
information contained in the documents listed below, which is considered to be a
part of this prospectus:
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
filed March 2, 2010;
|
|
·
|
Our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009,
filed April 30, 2010;
|
10
|
·
|
Our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2008,
filed January 6, 2010;
|
|
·
|
Our
Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30,
2009, filed on January 6, 2010;
|
|
·
|
Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010,
filed on May 14, 2010;
|
|
·
|
Our
definitive proxy statement related to our special meeting of stockholders
held on April 5, 2010, filed March 19, 2010;
and
|
|
·
|
Our
Current Reports on Form 8-K, as
follows:
|
|
Form
|
Filed
On
|
||
|
8-K
|
February
10, 2010 (not including information and exhibits filed pursuant to Item
7.01)
|
||
|
8-K
|
February
16, 2010 (not including information and exhibits filed pursuant to Item
7.01)
|
||
|
8-K
|
March
3, 2010 (not including information and exhibits filed pursuant to Item
7.01)
|
||
|
8-K
|
March
8, 2010 (not including information and exhibits filed pursuant to Item
7.01)
|
||
|
8-K
|
April
5, 2010
|
||
|
8-K
|
April
13, 2010
|
||
|
8-K
|
April
19, 2010
|
||
|
8-K
|
April
21, 2010
|
||
|
8-K
|
May
10, 2010
|
||
|
8-K
|
May
20, 2010
|
|
·
|
The
description of our common stock, $0.001 par value per share, contained in
our Registration Statement on Form 8-A, filed on November 3, 2009 pursuant
to Section 12(b) of the Exchange
Act.
|
All
documents that we file after the date of this prospectus pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this
prospectus. The most recent information that we file with the SEC
automatically updates and supersedes older information. The
information contained in any such filing will be deemed to be a part of this
prospectus, commencing on the date on which the document is filed.
You may
request a copy of these filings, at no cost, by written or oral request made to
us to the attention of: Corporate Secretary, 250 East Hartsdale
Avenue, Hartsdale, New York 10530, Tel.: (914) 472-6070. If you request a copy
of any or all of the documents incorporated by reference, we will send to you
the copies you request. However, we will not send exhibits to the documents,
unless the exhibits are specifically incorporated by reference in the
documents.
11
CAMAC
ENERGY INC.
89,467,120
shares of common stock
_________________________________
PROSPECTUS
________________________________________
,
2010
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses to be paid by us in connection
with the sale of the shares of common stock being registered
hereby. All amounts are estimates, except for the SEC registration
fee.
|
SEC
registration fee
|
$ | 25,835 | ||
|
Accounting
fees and expenses
|
$ | 10,000 | ||
|
Printing
and engraving expenses
|
$ | 3,000 | ||
|
Legal
fees and expenses
|
$ | 15,000 | ||
|
Transfer
agent and registrar fees and expenses
|
$ | 2,000 | ||
|
Miscellaneous
expenses
|
$ | 1,500 | ||
|
Total
|
$ | 57,335 |
Item
15. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General
Corporation Law provides, in general, that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), because he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the Delaware General
Corporation Law provides, in general, that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor because the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made with respect to any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in view of
all of the circumstances of the case, he or she is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or other
adjudicating court shall deem proper.
Section 145(g) of the Delaware General
Corporation Law provides, in general, that a corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify the person against such liability under
Section 145 of the Delaware General Corporation Law.
Our Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws provide for the indemnification to
the fullest extent permitted by law any person made or threatened to be made a
party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such person, or a
person of whom he or she is the legal representative, is or was our director or
officer, or serves or served any other enterprise as a director or officer at
our request. Our Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws also provide that, to the fullest extent
permitted by law, we may provide for the indemnification
of, and advancement of expenses to, any agents of the Company (and any other
persons to which Delaware law permits the Company to provide indemnification)
through Bylaw provisions, agreements with such agents or other persons, vote of
stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of
duty to the Company, its stockholders and others. This indemnification
policy could result in substantial expenditure by us, which we may be unable to
recoup.
Insofar as indemnification by us for
liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to provisions of the Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable.
In the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-1
The registrant also has entered into
indemnification agreements with its executive officers and directors and
provides indemnity insurance pursuant to which directors and officers are
indemnified or insured against liability or loss under certain circumstances
which may include liability, or related loss under the Securities Act and the
Exchange Act.
Item
16. Exhibits.
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant, as filed with
the Secretary of State of Delaware on May 3, 2007 [incorporated by
reference to Exhibit 3.1 of the registration statement on Form 10-SB filed
by the Registrant on August 16, 2007].
|
|
|
3.2
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation filed
with the Secretary of State of Delaware on April 7, 2010 [Incorporated by
reference to Exhibit 3.1 to the registrant’s current report on Form 8-K
filed on April 13, 2010].
|
|
|
3.3
|
Amended
and Restated Bylaws of the Registrant, adopted on May 7, 2007
[incorporated by reference to Exhibit 3.2 of the registration statement on
Form 10-SB filed by the Registrant on August 16, 2007].
|
|
|
4.1
|
Registration
Rights Agreement, by and between the Company and CAMAC Energy Holdings
Limited, dated April 7, 2010 [Incorporated by reference to Exhibit 4.1 to
the registrant’s current report on Form 8-K filed on April 13,
2010].
|
|
|
5.1
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP.*
|
|
|
10.1
|
Purchase
and Sale Agreement, dated November 18, 2009, by and among Pacific Asia
Petroleum, Inc., CAMAC Energy Holdings Limited, CAMAC International
(Nigeria) Limited, and Allied Energy Plc. [Incorporated by reference to
Exhibit 10.1 to the registrant’s current report on Form 8-K filed on
November 23, 2009].
|
|
|
10.2
|
Amendment
No. 1 to Purchase and Sale Agreement, dated March 4, 2010, by and among
Pacific Asia Petroleum, Inc., CAMAC Petroleum Limited, CAMAC Energy
Holdings Limited, CAMAC International (Nigeria) Limited, and Allied Energy
Plc [Incorporated by reference to Exhibit 10.1 to the registrant’s current
report on Form 8-K filed on March 8, 2010].
|
|
|
23.1
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1).*
|
|
|
23.2
|
Consent
of RBSM LLP, Independent Registered Public Accounting
Firm.*
|
|
|
24.1
|
Power
of Attorney (included on the signature page
hereto).
|
________________
* filed
herewith
Item
17. Undertakings.
(A) The
undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by
Section 10(a) (3) of the Securities Act;
(b) To reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement;
and
(c) To include any additional or changed
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement;
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona
fide offering
thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(a) Each prospectus
filed by the registrant pursuant to 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(b) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such
effective date.
II-2
(5) That, for the
purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(a) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(b) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
(c) The portion of any
other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(d) Any other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(B) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering
thereof.
(C) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Hartsdale, New York, on this 21st day of May, 2010.
|
CAMAC
ENERGY INC.
|
|||
|
|
By:
|
/s/ Frank C. Ingriselli | |
| Frank C. Ingriselli | |||
| Chief Executive Officer | |||
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature to this Registration
Statement on Form S-3 appears below hereby constitutes and appoints Frank C.
Ingriselli and Abiola Lukman Lawal and each of them, 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 or all amendments (including post-effective
amendments) to this registration statement (and any registration statement
filed pursuant to Rule 462(b) under the Securities Act, as amended, for the
offering which this Registration Statement relates), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, 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 or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
on Form S-3 has been signed by the following persons in the capacities and on
the dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
/s/
Frank C. Ingriselli
|
President,
Chief Executive Officer, and Director (Principal
Executive Officer)
|
May
21, 2010
|
||
|
Frank
C. Ingriselli
|
||||
|
/s/
Abiola Lukman Lawal
|
Interim
Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
|
May
21, 2010
|
||
|
Abiola
Lukman Lawal
|
||||
|
/s/
Kase Lukman Lawal
|
Chairman
and Director
|
May
21, 2010
|
||
|
Kase
Lukman Lawal
|
||||
| /s/ Lee Patrick Brown | Director | May 21, 2010 | ||
| Lee Patrick Brown | ||||
| /s/ William E. Dozier | Director | May 21, 2010 | ||
| William E. Dozier | ||||
| /s/ John Hofmeister | Director | May 21, 2010 | ||
| John Hofmeister | ||||
| /s/ James F. Link Jr. | Director | May 21, 2010 | ||
| James F. Link, Jr. | ||||
| /s/ Hazel R. O’Leary | Director | May 21, 2010 | ||
| Hazel R. O’Leary |
II-4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant, as filed with
the Secretary of State of Delaware on May 3, 2007 [incorporated by
reference to Exhibit 3.1 of the registration statement on Form 10-SB filed
by the Registrant on August 16, 2007].
|
|
|
3.2
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation filed
with the Secretary of State of Delaware on April 7, 2010 [Incorporated by
reference to Exhibit 3.1 to the registrant’s current report on Form 8-K
filed on April 13, 2010].
|
|
|
3.3
|
Amended
and Restated Bylaws of the Registrant, adopted on May 7, 2007
[incorporated by reference to Exhibit 3.2 of the registration statement on
Form 10-SB filed by the Registrant on August 16, 2007].
|
|
|
4.1
|
Registration
Rights Agreement, by and between the Company and CAMAC Energy Holdings
Limited, dated April 7, 2010 [Incorporated by reference to Exhibit 4.1 to
the registrant’s current report on Form 8-K filed on April 13,
2010].
|
|
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP.*
|
||
|
10.1
|
Purchase
and Sale Agreement, dated November 18, 2009, by and among Pacific Asia
Petroleum, Inc., CAMAC Energy Holdings Limited, CAMAC International
(Nigeria) Limited, and Allied Energy Plc. [Incorporated by reference to
Exhibit 10.1 to the registrant’s current report on Form 8-K filed on
November 23, 2009].
|
|
|
10.2
|
Amendment
No. 1 to Purchase and Sale Agreement, dated March 4, 2010, by and among
Pacific Asia Petroleum, Inc., CAMAC Petroleum Limited, CAMAC Energy
Holdings Limited, CAMAC International (Nigeria) Limited, and Allied Energy
Plc [Incorporated by reference to Exhibit 10.1 to the registrant’s current
report on Form 8-K filed on March 8, 2010].
|
|
|
23.1
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1).*
|
|
|
Consent
of RBSM LLP, Independent Registered Public Accounting
Firm.*
|
||
|
24.1
|
Power
of Attorney (included on the signature page
hereto).
|
________________
* filed
herewith