Yukon Territory, Canada | N/A | |
(State or Other Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
363 N. Sam Houston Pkwy. E., Suite 1200 | ||
Houston, Texas | 77060 | |
(Address of Principal Executive Offices) | (Zip Code) |
George G. Young III | Marshall D. Smith | |
Haynes and Boone, LLP | Chief Financial Officer | |
1221 McKinney St., Suite 2100 | Ultra Petroleum Corp. | |
Houston, Texas 77010 | 363 N. Sam Houston Pkwy. E. , Suite 1200 | |
(713) 547-2081 | Houston, Texas 77060 (281) 876-0120 |
Proposed Maximum | Proposed Maximum | |||||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||
to be Registered | Registered (1) | Share (2) | Price | Registration Fee | ||||||||||||
Common Stock, no par value (3)
|
5,000,000 | $51.78 | $258,900,000 | $27,702.30 | ||||||||||||
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of common stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to anti-dilution and adjustment provisions of the Ultra Petroleum Corp. 2005 Stock Incentive Plan described herein. | |
(2) | Computed pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, based on the average of the high and low sale prices, as reported on the American Stock Exchange on March 8, 2006 ($51.78). | |
(3) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests offered or sold pursuant to the Ultra Petroleum Corp. 2005 Stock Incentive Plan. |
(a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2004. | ||
(b) | All other reports filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the document referred to in (a) above (to the extent these items were filed with the SEC and not furnished). | ||
(c) | The description of our common stock set forth in our Registration Statement on Form S-3 filed with the Commission pursuant to Section 12 of the Exchange Act, on May 31, 2002, including any future amendment or report filed for the purpose of updating such description. |
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(a) | he acted honestly and in good faith with a view to the best interests of the corporation; and | ||
(b) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. |
(a) | fulfills the conditions set forth in subparagraphs (a) and (b) above; | ||
(b) | was substantially successful on the merits in his defense of the action or proceeding; and | ||
(c) | is fairly and reasonably entitled to indemnity. |
(a) | in his capacity as a director or officer of the corporation, except when the liability relates to his failure to act honestly and in good faith with a view to the best interests of the corporation; or | ||
(b) | in his capacity as a director or officer of another body corporate if he acts or acted in that capacity at the corporations request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the body corporate. |
(a) | our officers and directors from any claim arising out of an alleged wrongful act by such persons while acting as directors, officers or controlling persons; and | ||
(b) | us, to the extent we have indemnified the directors and officers for such loss. |
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Exhibit | ||
Number | Description | |
4.1
|
Specimen of Common Share Certificate, no par value, of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
4.2
|
Certificate of Continuance and Articles of Continuance of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
4.3
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
5.1
|
Opinion of Lackowicz, Shier & Hoffman, counsel to the Registrant (filed herewith) | |
23.1
|
Consent of KPMG LLP (filed herewith) | |
23.2
|
Consent of Lackowicz, Shier & Hoffman, counsel to the Registrant (included in Exhibit 5.1) | |
23.3
|
Consent of Netherland, Sewell & Associates, Inc. (filed herewith) | |
23.4
|
Consent of Ryder Scott Company, L.P. (filed herewith) | |
24.1
|
Powers of Attorney (included on signature page to this Registration Statement). | |
99.1
|
Ultra Petroleum Corp. 2005 Stock Incentive Plan (filed herewith) |
(a) | We hereby undertake: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities |
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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. |
(b) | We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. | |
(h) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person 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, 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 of 1933 and will be governed by the final adjudication of such issue. |
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By: | /s/ Michael D. Watford | |||
Michael D. Watford, | ||||
Chairman, President and | ||||
Chief Executive Officer |
SIGNATURE | TITLE | DATE | ||
/s/ Michael D. Watford | Chairman, President and Chief Executive | March 15, 2006 | ||
Officer (Principal Executive Officer) | ||||
/s/ Marshall D. Smith | Chief Financial Officer
(Principal Financial and Accounting Officer) |
March 15, 2006 | ||
/s/ W. Charles Helton | Director | March 15, 2006 | ||
/s/ James E. Nielson | Director | March 15, 2006 | ||
/s/ Robert E. Rigney | Director | March 15, 2006 | ||
/s/ James C. Roe | Director | March 15, 2006 | ||
By:
|
/s/ Name: Michael D. Watford | |||
Name: Michael D. Watford | ||||
Title: President and Chief Executive Officer |
Exhibit | ||
Number | Description | |
4.1
|
Specimen of Common Share Certificate, no par value, of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
4.2
|
Certificate of Continuance and Articles of Continuance of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
4.3
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2001) | |
5.1
|
Opinion of Lackowicz, Shier & Hoffman, counsel to the Registrant (filed herewith) | |
23.1
|
Consent of KPMG LLP (filed herewith) | |
23.2
|
Consent of Lackowicz, Shier & Hoffman, counsel to the Registrant (included in Exhibit 5.1) | |
23.3
|
Consent of Netherland, Sewell & Associates, Inc. (filed herewith) | |
23.4
|
Consent of Ryder Scott Company L.P. (filed herewith) | |
24.1
|
Powers of Attorney (included on signature page to this Registration Statement). | |
99.1
|
Ultra Petroleum Corp. 2005 Stock Incentive Plan (filed herewith) |