CAK Camac Energy

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): April 22, 2015

ERIN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

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)

CAMAC ENERGY INC.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

☐ 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))

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

On April 22, 2015, CAMAC Energy Inc. (the “Company”) filed an Amendment to the Company's Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a six-to-one reverse stock split of the Company's common stock (the “Reverse Stock Split”). The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m., Eastern Time, on April 22, 2015 (the “Effective Time”), at which time every six shares of the Company's issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company's common stock, without any change in the par value per share. The Certificate of Amendment also reduces the authorized number of shares from 2,500,000,000 to 416,666,667 shares. No fractional shares will be issued following the Reverse Stock Split. Stockholders who would otherwise have been entitled to a fraction of one share of the Company’s common stock as a result of the Reverse Stock Split will instead receive an amount in cash equal to such fraction multiplied by the closing sale price of the Company’s common stock on April 22, 2015, as adjusted for the Reverse Stock Split.

On April 22, 2015, the Company changed its legal corporate name to “Erin Energy Corporation” from “CAMAC Energy Inc.” (the “Name Change”). The Name Change was effected pursuant to Section 242 of the Delaware General Corporation Law and reflected in the Certificate of Amendment.

Trading of the Company's common stock will cease on the NYSE MKT under the ticker symbol “CAK” and the Johannesburg Stock Exchange (the “JSE”) under the ticker symbol “CME” at the close of trading on April 22, 2015. On April 23, 2015, trading of the Company's common stock will commence on each of the NYSE MKT and the JSE under the ticker symbol “ERN” on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 295625 107.

A copy of the Certificate of Amendment to give effect to the Reverse Stock Split and the Name Change is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

SIGNATURE

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

Date: April 23, 2015

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, and as further amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State on February 18, 2014 (the “Amended and Restated Certificate of Incorporation”).

2.     Article I 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 paragraph:

The name of this corporation is Erin Energy Corporation.

3     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

Effective as of 5:00 p.m., Eastern Time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation is filed with the Secretary of State of the State of Delaware (the “Effective Date”), and without regard to any other provision of this Amended and Restated Certificate of Incorporation, each six shares of Common Stock issued and outstanding immediately prior to the time this Certificate of Amendment becomes effective shall be and hereby are automatically reclassified and changed (without any further act) into one fully-paid and nonassessable share of Common Stock (the “Reverse Stock Split”). Holders of shares of Common Stock who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will receive cash, without interest or deduction, in lieu of such fractional shares, in an amount per share equal to the product obtained by multiplying (a) the closing price per share of our Common Stock on the Effective Date as reported on the stock exchange on which the shares giving rise to the fractional share are traded by (b) the fraction of the share owned by the holder of Common Stock.

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 416,666,667 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.

4.     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.

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

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 22nd day of April, 2015.

Camac Energy (AMEX:CAK)
Historical Stock Chart
From Apr 2024 to May 2024

Camac Energy (AMEX:CAK)
Historical Stock Chart
From May 2023 to May 2024