S-8

As filed with the Securities and Exchange Commission on March 12, 2014.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CAMAC Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware	30-0349798
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1330 Post Oak Blvd.
Suite 2250

Houston, Texas 77056

(Address of Principal Executive Offices)

CAMAC Energy Inc. Amended 2009 Equity Incentive Plan

(Full title of the plan)

Nicolas J. Evanoff

Senior Vice President, General Counsel and Secretary

1330 Post Oak Boulevard

Suite 2250

Houston, Texas 77056

(Name and address of agent for service)

(713) 797-2940

(Telephone number of agent for service)

Copy to:

James L. Rice III
Sidley Austin LLP

1000 Louisiana, Suite 6000

Houston, Texas 77002

(713) 495-4504

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☐
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)		Proposed maximum offering price per share(3)		Proposed maximum aggregate offering price(3)		Amount of registration fee
Common Stock, par value $0.001 per share		88,000,000	$	0.69	$	60,720,000	$	7,821

(1) This Registration Statement on Form S-8 (the “Registration Statement”) registers the issuance of 88,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of CAMAC Energy Inc. issuable pursuant to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan, as amended (the “Plan”).

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers additional shares of Common Stock issuable under the Plan that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The offering price and registration fee are based on a price per share of $0.69, which is the average of the high and low prices for the Common Stock as reported on the NYSE MKT on March 6, 2014.

PART I

This Registration Statement on Form S-8 is being filed by CAMAC Energy Inc., a Delaware corporation (the “Company” or “Registrant”), for the purpose of registering an additional 88,000,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) under the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of its Registration Statement on Form S-8 filed on July 22, 2009 (File No. 333-160737) and its Registration Statement on Form S-8 filed on July 1, 2011 (File No. 333-175294), each relating to the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and are hereby incorporated by reference into this Registration Statement:

● The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on April 15, 2013;

● The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 14, 2013, for the quarter ended June 30, 2013, filed with the SEC on August 13, 2013, and for the quarter ended September 30, 2013, filed with the SEC on November 14, 2013;

● The Company’s Current Reports on Form 8-K filed with the SEC on March 5, 2013, May 14, 2013, September 16, 2013, November 22, 2013 (except Item 7.01), December 11, 2013, December 13, 2013, January 27, 2014, February 19, 2014 (except Item 7.01) and February 27, 2014 (except Item 7.01);

● Annexes A and B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 15, 2014;

● Portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 18, 2013 that are incorporated by reference into Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012; and

● The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A12B (File No. 001-34525), filed with the SEC on November 3, 2009, and any further amendment or report filed hereafter for the purpose of updating such description.

All documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number	Exhibit Description
4.1	The Company’s Amended 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-175294) filed on July 1, 2011).
4.2	First Amendment to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014).
4.3	Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-SB (File No. 000-52770) filed on August 15, 2007).
4.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on April 7, 2010 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on April 13, 2010).
4.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on February 19, 2014 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014).
4.6	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Form 10-SB (File No. 000-52770) filed on August 16, 2007).
4.7	Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q (Filed No. 001-34525) filed on May 4, 2011).
5.1*	Opinion of Sidley Austin LLP
23.1*	Consent of Grant Thornton LLP
23.2*	Consent of RBSM LLP
23.3*	Consent of Calvetti, Ferguson & Wagner, P.C.
23.4*	Consent of Gaffney, Cline & Associates, Inc.
23.5*	Consent of Sidley Austin LLP (included in the opinion filed as Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 12^th day of March, 2014.

CAMAC ENERGY INC.
By:	/s/ Earl W. NcNiel
	Earl W. McNiel
	Senior Vice President and Chief Financial
	Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicolas J. Evanoff and Earl W. McNiel, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title		Date
/s/ Dr. Kase Lukman Lawal	Chief Executive Officer, President, Director and	March 12, 2014
Dr. Kase Lukman Lawal	Chairman of the Board (Principal Executive Officer)
/s/ Earl W. McNiel	Senior Vice President and Chief Financial Officer	March 12, 2014
Earl W. McNiel	(Principal Financial Officer)
/s/ Adama Traore	Vice President and Chief Accounting Officer	March 12, 2014
Adama Traore	(Principal Accounting Officer)
/s/ Dr. Lee Brown	Director	March 12, 2014
Dr. Lee Brown
/s/ John Hofmeister	Director	March 12, 2014
John Hofmeister
/s/ William J. Campbell	Director	March 12, 2014
William J. Campbell
/s/ J. Kent Friedman	Director	March 12, 2014
J. Kent Friedman
/s/ Ira Wayne McConnell	Director	March 12, 2014
Ira Wayne McConnell

EXHIBIT INDEX

Exhibit Number	Exhibit Description
4.1	The Company’s Amended 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-175294) filed on July 1, 2011).
4.2	First Amendment to the CAMAC Energy Inc. Amended 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014).
4.3	Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-SB (File No. 000-52770) filed on August 15, 2007).
4.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on April 7, 2010 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on April 13, 2010).
4.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed on February 19, 2014 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-34525) filed on February 19, 2014).
4.6	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Form 10-SB (File No. 000-52770) filed on August 16, 2007).
4.7	Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q (Filed No. 001-34525) filed on May 4, 2011).
5.1*	Opinion of Sidley Austin LLP
23.1*	Consent of Grant Thornton LLP
23.2*	Consent of RBSM LLP
23.3*	Consent of Calvetti, Ferguson & Wagner, P.C.
23.4*	Consent of Gaffney, Cline & Associates, Inc.
23.5*	Consent of Sidley Austin LLP (included in the opinion filed as Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)

*Filed herewith

EX-5

Exhibit 5.1

	SIDLEY AUSTIN LLP 1000 LOUISIANA SUITE 6000 HOUSTON, TX 77002 (713) 495 4500 (713) 495 7799 FAX	BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO	SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		Founded 1866

March 12, 2014

CAMAC Energy Inc.

1330 Post Oak Blvd., Suite 2250

Houston, Texas 77056

Re: 88,000,000 Shares of Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed on the date hereof by CAMAC Energy Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”), relating to the registration of 88,000,000 shares of Common Stock, $0.001 par value per share (the “Registered Shares”), of the Company, which may be issued under the Company’s Amended 2009 Equity Incentive Plan (as amended, the “Plan”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Company’s certificate of incorporation, the Plan, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plan and stockholder approvals of the Plan and any amendments thereof. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the Plan; and (iii) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the Plan.

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

CAMAC Energy Inc.

March 12, 2014

Page 2

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sidley Austin LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 15, 2013 with respect to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 of CAMAC Energy, Inc., which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ GRANT THORNTON LLP

Houston, Texas

March 12, 2014

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated March 15, 2012, with respect to the consolidated financial statements of CAMAC Energy Inc. and subsidiaries (the "Company")  included in, or made a part of, the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 filed with the Securities and Exchange Commission.

/s/ RBSM LLP

New York, New York

March 11, 2014

EX-23

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to (a) the incorporation by reference into the Registration Statement on Form S-8 of CAMAC Energy Inc. (the “Company”) to be filed on or about March 12, 2014 (the “Registration Statement”) of our report, and all references thereto, dated December 13, 2013, with respect to the statements of revenues and direct operating expenses of Allied Energy PLC and Camac International (Nigeria) Limited OML Business for the years ended December 31, 2012 and 2011, which appears in Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on January 15, 2014 and (b) all references to our firm, in the form and context in which such references appear, in the Registration Statement.

/s/ Calvetti Ferguson

Houston, Texas

March 6, 2014

EX-23

Exhibit 23.4

March 6, 2014

To:         Mr. Segun Omidele

CAMAC Energy, Inc.

1330 Post Oak Blvd. Suite 2550

Houston, Texas 77056

Dear Sir,

CONSENT OF GAFFNEY, CLINE & ASSOCIATES

As independent reserve engineers for CAMAC Energy Inc. (CAMAC), Gaffney, Cline & Associates (GCA) hereby confirms that it has granted and not withdrawn its consent to the references to GCA and to the inclusion of information contained in our report entitled Reserves Assessment of the Oil and Gas Assets for the OYO Field, OML 120, Offshore as of December 31, 2012 prepared for CAMAC and to the annexation of our report as an exhibit in CAMAC’s registration statement on Form S-8, to be filed in March 2014, in detail.

Yours faithfully

GAFFNEY, CLINE & ASSOCIATES

/s/ C. M. Holmgren

Principal Advisor