-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKRfvkCDqaeUd0RfEB6+haD6Erm09dYvlTkLQLOD0buC42CJruAC5xji3U7SQRls 4skfAI4mID8nX1ndZL6qtg== 0001204459-10-001749.txt : 20100729 0001204459-10-001749.hdr.sgml : 20100729 20100729141516 ACCESSION NUMBER: 0001204459-10-001749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100729 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100729 DATE AS OF CHANGE: 20100729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMAC Energy Inc. CENTRAL INDEX KEY: 0001402281 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 300349798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34525 FILM NUMBER: 10977327 BUSINESS ADDRESS: STREET 1: 250 East Hartsdale Ave STREET 2: SUITE 47 CITY: Hartsdale STATE: NY ZIP: 10530 BUSINESS PHONE: 914-472-6070 MAIL ADDRESS: STREET 1: 250 East Hartsdale Ave STREET 2: SUITE 47 CITY: Hartsdale STATE: NY ZIP: 10530 FORMER COMPANY: FORMER CONFORMED NAME: Pacific Asia Petroleum Inc DATE OF NAME CHANGE: 20070607 8-K 1 d8k.htm FORM 8-K CAMAC Energy Inc.: Form 8-K - Filed by newsfilecorp.com

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 and Exchange Act of 1934

Date of report: July 29, 2010

Date of earliest event reported: July 29, 2010

CAMAC ENERGY INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-34525 30-0349798
(Commission File Number) (IRS Employer Identification Number)

250 East Hartsdale Ave., Hartsdale, New York 10530
(Address of principal executive offices)

(914) 472-6070
(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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Mr. Frank C. Ingriselli and Appointment of William E. Dozier as Interim Chief Executive Officer

On July 29, 2010, Mr. Frank C. Ingriselli, the Chief Executive Officer, President, and member of the Board of Directors of CAMAC Energy Inc. (the “Company”), retired and resigned from his position as President, Chief Executive Officer, employee and member of the Board of Directors of the Company and all its subsidiaries, effective August 1, 2010 (the "Effective Date"). Following the Effective Date and through September 30, 2010, Mr. Ingriselli shall continue to serve as an independent consultant to the Company pursuant to a consulting agreement to be entered into as of the Effective Date, to assist in the transition of his management roles and responsibilities to a successor selected by the Company. As compensation, Mr. Ingriselli shall receive a fee of $40,000 per month. Mr. Ingriselli’s consulting agreement will be terminable by the Company upon five days’ notice.

Mr. Ingriselli’s departure was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board of Directors of the Company accepted Mr. Ingriselli's retirement and resignation and appointed Mr. William E. Dozier, a current member of the Company’s Board of Directors, to serve as the Company's Interim Chief Executive Officer as of the Effective Date. Mr. Dozier shall serve as an independent consultant to the Company in his position as Interim Chief Executive Officer pursuant to a consulting agreement to be entered into as of the Effective Date, and terminable by either party upon thirty days’ notice. As compensation Mr. Dozier shall receive a fee of $30,000 per month, and upon the Effective Date shall be granted 100,000 shares of the Company’s Common Stock pursuant to the Company’s 2009 Equity Compensation Plan, all of which shares shall vest upon the effective date of the Company’s appointment of a new Chief Executive Officer.

Mr. Dozier has been a member of the Company's Board of Directors and the Chairman of the Company’s Technical/Operating Committee since May 2009. Mr. Dozier has 35 years of technical and operational experience in the U.S. and the international oil and gas industry. Since 2005, Mr. Dozier has served as an independent consultant and President of Extex Consulting, Inc. based in Tulsa, Oklahoma and Houston, Texas, and since late 2005 has also served on the Board of Directors of Evolution Petroleum Corporation, a Houston-based public company involved in the exploitation, development, and production of crude oil and natural gas resources.

Mr. Dozier held several key executive positions including Senior Vice President of Business Development and Senior Vice President of Operations during his 13-year career at Vintage Petroleum, Inc. (a large publicly-traded independent oil and gas company), which was acquired by Occidental Petroleum for $3.8 billion in 2006. At Vintage, Mr. Dozier demonstrated his outstanding leadership in a wide spectrum of business activities in the global oil and gas industry, including the acquisition and establishment of engineering, administrative and field operations for both U.S. and international projects. From 1983 to 1992, Mr. Dozier was Manager of Operations Engineering for Santa Fe Minerals Inc., an independent oil and gas company. Mr. Dozier began his career with Amoco Production Company in 1975, working in all phases of production, reservoir evaluations, drilling and completions in the Mid-Continent and Gulf Coast areas.

Throughout his career, Mr. Dozier has been active in multiple industry and charitable groups. Being a member of the Society of Petroleum Engineers (SPE) since 1973, he has served as Local Section Chairman and board member, and on three national SPE committees, where he chaired the Career Guidance Committee and the Technical Information Committee. In addition to SPE, he has been involved in the International Petroleum Association of America (IPAA), the Texas Independent Producers and Royalty Owners (TIPRO), Texas Alliance of Energy Producers (TAEP), the Oklahoma Independent Petroleum Association (OIPA), and the California Independent Petroleum Association (CIPA) where he served on the board of directors and membership committee. He is also a member of the Tulsa Petroleum Club, the Houston Producers Forum, and the National Association of Corporate Directors. Mr. Dozier also serves on the Advisory Board for Happy Hands Education Center for deaf and hearing impaired children located in Tulsa, Oklahoma.


Mr. Dozier is a licensed petroleum engineer in the State of Texas with a B.S. Degree in Petroleum Engineering from The University of Texas.

Appointment of Abiola Lawal as Executive Vice President and Chief Financial Officer

On July 29, 2010, the Board of Directors of the Company promoted Mr. Abiola Lawal to the position of Executive Vice President and Chief Financial Officer, after serving as Interim Chief Financial Officer since May 17, 2010.

Prior to joining the Company, Mr. Lawal served from August 2008 to April 2010 as the Executive Vice President and Chief Strategy Officer of CAMAC International Corporation (“CAMAC”), a privately-held $2 billion revenue international oil and gas company, and Allied Energy Plc, a wholly-owned subsidiary of CAMAC, both headquartered in Houston, Texas. Prior to CAMAC, Mr. Lawal served from July 2008 to August 2008 as Co-founder, Chief Executive Officer and Vice Chairman of Innovatum Technologies, a privately-held technology outsourcing and training company headquartered in Lagos, Nigeria. Prior to Innovatum Technologies, from September 2005 to June 2008 Mr. Lawal was Group Chief Strategy Officer of Oando Plc, a $2.5 billion revenue Nigerian and Johannesburg Stock Exchange-listed oil and gas company headquartered in Lagos, Nigeria. He also served during this period as Executive Director of Oando Plc’s Gas & Power Division. During Mr. Lawal’s tenure at Oando Plc, he also served as Director of several of its subsidiaries, including Gaslink Ltd, Oando Ghana, and Akute Power Ltd., and also represented Oando Plc management on the Oando Plc Board of Directors’ Finance & Strategy Committee. While at Oando Plc, Mr. Lawal also served as the Chairman of its Management Tender Committee which was responsible for reviewing high procurement value items, as well as Chairman of the Oando Plc Investment Review Committee. Prior to joining Oando Plc, Mr. Lawal served in a number of strategic planning, technology implementation and consultative roles for several Fortune 500 clients: from February 2003 to September 2005, Mr. Lawal worked as a Senior Manager in the Business Strategy & Transformation Group with SAP America Inc. at its Irvine, California location; from May 2002 to February 2003, he served as the Chief Executive Officer of eWorldtrack Mobile Technologies, Inc., a development-stage GPS technology tracking and communications company located in Anderson, South Carolina; and from July 1996 to January 1997, he worked as a Financial Analyst on the Balanced Scorecard Project in the Financial Planning Department for Walt Disney Company out of its offices in Anaheim, California. Mr. Lawal also worked as a Manager for Ernst & Young LLP and later Cap Gemini out of its offices located in Irvine, California from August 1997 to May 2002.

Mr. Lawal holds an MBA from the Paul Merage School of Business at the University of California, Irvine, and a Bachelor of Science in Economics and minor in Finance from the University of Ilorin, Nigeria, and is a Member of the UK-based Institute of Directors (“IoD”). Mr. Lawal has written a number of articles in the business press and he is a regular contributor to CNBC Africa and CNBC America on energy issues and opportunities. Mr. Lawal has no family relationship with Dr. Kase Lawal, the Chairman and a member of the Company’s Board of Directors, or any other director or executive officer of the Company. There are no arrangements or understandings between Mr. Lawal and any other persons pursuant to which they were selected as officers of the Company and there are no transactions between the Company and Mr. Lawal that would require disclosure under Item 404(a) of Regulation S-K.

The Company and Mr. Lawal intend to enter into a written agreement governing the terms of his employment with the Company, which shall be publicly disclosed to the extent required at such time.


 

 

Item 8.01.

Other Events.

Effective July 29, 2010, and in anticipation of Mr. Dozier’s appointment as the Company’s Interim Chief Executive Officer, Mr. Dozier resigned from the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”), and the Board appointed Mr. John Hofmeister, a current Board member, to fill the vacancy left by Mr. Dozier. As a result of the appointment of Mr. Hofmeister, the Company’s Nominating Committee will now consist of Dr. Lee Patrick Brown, Ms. Hazel E. O’Leary, and Mr. Hofmeister, each of whom is an “independent” director, as that term is defined in Rule 803A of the NYSE Amex Company Guide and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

On July 29, 2010, the Company issued a press release announcing the retirement of Mr. Ingriselli, the appointment of Mr. Dozier as Interim Chief Executive Officer, and the appointment of Mr. Abiola Lawal as Chief Financial Officer. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.
   

(d)

Exhibits.
   
Exhibit   Description
99.1  

Press Release, dated July 29, 2010.

     


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: July 29, 2010

CAMAC Energy Inc.

By:  /s/ Frank C. Ingriselli                                                    
        Frank C. Ingriselli
        Chief Executive Officer


Index to Exhibit

Exhibit   Description
99.1  

Press Release, dated July 29, 2010.

     


EX-99.1 2 exh991.htm EXHIBIT 99.1 CAMAC Energy Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

CAMAC Energy Appoints William E. Dozier Interim CEO as Frank C. Ingriselli Announces His Retirement

Abiola Lawal Appointed Executive VP and CFO

HARTSDALE, N.Y.--(BUSINESS WIRE)--CAMAC Energy Inc. (NYSE Amex: CAK), a U.S.-based energy company engaged in the exploration, development, production and distribution of oil and gas, today announced at the Company’s annual stockholder meeting that Frank C. Ingriselli will retire from his position as Chief Executive Officer, President and member of the Board of Directors, effective August 1, 2010. The Company also announced that Board member William E. Dozier has been appointed Interim Chief Executive Officer and Abiola Lawal has been promoted to Executive Vice President and Chief Financial Officer after serving as Interim Chief Financial Officer since May 17, 2010. Mr. Ingriselli will stay on as a consultant to provide transitional support through September 30, 2010.

Since founding the Company in 2005, Mr. Ingriselli has led the Company from its initial focus on energy projects in China to a successful expansion in 2010 to West Africa with the acquisition of an interest in a production sharing contract with respect to the Oyo Oilfield located offshore Nigeria.

"Under Frank’s leadership, CAMAC Energy has transitioned from an oil and gas development stage business to a multi-faceted exploration, development, production and distribution company positioned to pursue additional opportunities and continued expansion," said Mr. Dozier. "We thank Frank for his dedicated service to the Company and his tireless effort in executing our business strategy. We will immediately engage an executive search firm to find the best candidates for the position of CEO."

Mr. Ingriselli, CAMAC Energy’s outgoing Chief Executive Officer, stated, “CAMAC Energy is a dynamic, independent energy company with a solid base of assets coupled with significant growth opportunities that will benefit greatly under the guidance of an unparalleled leadership team and Board. I leave the Company I founded knowing that it is in good hands with Bill as Interim CEO.I am pleased Bill has accepted the interim position while the Board conducts a search for a permanent replacement. I will continue to assist the Company in my role as a consultant to be sure there is a seamless transition to a new CEO. I look forward to the future success of the Company.”

William E. Dozier is a 35-year veteran of the oil and gas industry and has served on the Board of Directors since May 2009 and currently serves as the Chairman of the Company’s Technical/Operating Committee. Mr. Dozier is an independent consultant and the President of Extex Consulting, Inc. He also currently serves on the Board of Directors of Evolution Petroleum Corporation, a Houston-based public company active in the exploitation, development, and production of crude oil and natural gas resources. Mr. Dozier will oversee the execution of the current Company strategy while the Board of Directors engages an executive search firm to identify candidates for the CEO position.


Chairman Kase Lawal commented, “We are fortunate to have a deep and talented executive team comprised of experienced professionals and are pleased that Bill has accepted the position of Interim Chief Executive Officer and Abiola has accepted the full-time position of Executive Vice President and Chief Financial Officer. Their in-depth knowledge of our company and our current ventures made them both the logical choices to continue leading this Company forward.”

Mr. Abiola Lawal joined the Company in May 2010 and has served as Interim Chief Financial Officer since such time. Mr. Lawal is a seasoned business strategist, with expertise in risk management, mergers and acquisitions, and group budgeting and planning at both private and public companies such as SAP, Ernst & Young, Cap Gemini, Oando Plc. and Walt Disney. As Executive Vice President and Chief Financial Officer, he will continue to oversee the Company's capital strategy, investor relations, financial reporting and SEC compliance efforts.

About CAMAC Energy Inc.

CAMAC Energy Inc. (NYSE Amex: CAK) is a U.S.-based energy company engaged in the exploration, development, production and distribution of oil and gas. The Company focuses on early cash flow and high-return global energy projects and currently has operations in Nigeria and, through its Pacific Asia Petroleum subsidiaries, in China. The Company's principal assets include interests in the Oyo Oilfield, an offshore oil asset in deepwater Nigeria that started production in December 2009, a 100% interest in the Zijinshan gas asset located in the Shanxi Province, China, and the Enhanced Oil Recovery and Production business in Northern China. The Company was founded in 2005 and was formerly known as Pacific Asia Petroleum, Inc. CAMAC Energy Inc. has offices in Hartsdale, New York; Houston, Texas; Beijing, China and Lagos, Nigeria.

Cautionary Statement Relevant To Forward-Looking Information

This press release may contain certain “forward-looking statements” relating to the business of CAMAC Energy Inc. (the “Company”) and its subsidiaries. All statements, other than statements of historical fact included herein are “forward-looking statements” including statements regarding: the general ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. Words such as “anticipates,” “expects,” “plans,” “projects,” “believes,” “seeks,” “estimates,” and similar expressions are intended to identify such forward-looking statements. The statements are based upon management’s current expectations, estimates and projections, are not guarantees of future performance, and are subject to a variety of risks, uncertainties and other factors, some of which are beyond the Company’s control and are difficult to predict, including those discussed in the Company's periodic reports that are filed with the SEC and available on its website (http://www.sec.gov). You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, CAMAC Energy Inc. undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

CAMAC Energy Inc.
Bonnie Tang, 914-472-6070 (Media)
PR@papetroleum.com

www.camacenergy.com


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