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
October 22, 2007
(Date of earliest event reported)
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
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Yukon Territory, Canada
(State or other jurisdiction of
incorporation or organization)
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0-29370
(Commission File Number)
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N/A
(I.R.S. Employer
Identification Number) |
363 N. Sam Houston Parkway East
Suite 1200
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(281) 876-0120
(Registrants 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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section 2 Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets
On October 22, 2007, Ultra Petroleum Corp.s wholly-owned subsidiary, UP Energy Corporation, a
Nevada corporation, completed the previously-announced sale of all of the outstanding shares of
Sino-American Energy Corporation, a Texas corporation, to SPC E&P (China) Pte. Ltd., a Singapore
corporation for $223 million. A copy of the press release announcing the sale is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 5 Corporate Governance and Management
Item 5.02 Departures of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On October 23, 2007, the Companys board of directors elected Roger A. Brown to fill a vacancy
on the Companys Board of Directors and to serve until the next annual meeting of stockholders.
The Board also appointed Mr. Brown to the Audit Committee and Nominating and Corporate Governance
Committee. Mr. Brown is an independent director pursuant to the rules adopted by the SEC
applicable to the corporate governance standards for companies listed on the New York Stock
Exchange. A copy of the press release announcing the appointment of Mr. Brown is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma financial information for the year ended December 31, 2006, the six months
ended June 30, 2007 and as of June 30, 2007 is attached as exhibit 99.2. The unaudited pro forma
financial information for the year ended December 31, 2006 and for the six months ended June 30,
2007 has been prepared as if the disposition had occurred on January 1, 2006. The unaudited pro
forma financial information as of June 30, 2007 has been prepared as if the disposition had
occurred on June 30, 2007. This information is not necessarily indicative of the results that
actually would have been attained if the acquisition had occurred on these dates or that may be
attained in the future. Such information should be read in conjunction with the historical
financial statements of the company.
(d) Exhibits
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Exhibit Number |
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Title of Document |
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99.1
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Press release dated October 24, 2007 announcing sale of China asset and
appointment of Mr. Brown. |
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99.2
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Unaudited pro forma balance sheet as of June 30, 2007 and unaudited pro forma income
statement for the year ended December 31, 2006 and the six months ended June 30, 2007. |
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