sv3asr
As filed with the Securities and Exchange Commission on
September 22, 2009
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Ultra Petroleum Corp.
(Exact name of Registrant as
specified in its charter)
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Yukon Territory, Canada
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
No.)
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363 North Sam Houston Parkway
East, Suite 1200
Houston, Texas 77060
(281) 876-0120
(Address, including zip code,
and telephone number, including area code, of each
Registrants principal executive offices)
MICHAEL D. WATFORD
Chairman, President and Chief
Executive Officer
363 N. Sam Houston
Pkwy. E., Suite 1200
Houston, Texas 77060
(281) 876-0120
(Name, address including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
GEORGE G. YOUNG
III, ESQ.
Haynes and Boone, LLP
1221 McKinney Street,
Suite 2100
Houston, Texas 77010
(713) 547-2081
Approximate date of commencement of proposed sale to the
public: From time to time after the Registration
Statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of earlier effective registration statement for
the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box.
þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
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 definition of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount
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Aggregate Offering
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Aggregate Offering
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Amount of
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Securities to be Registered*
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to be Registered(1)
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Price Per Unit(1)
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Price(1)
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Registration Fee(1)
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Common Shares (no par value per share)
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Preferred Shares (no par value per share)
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Senior Debt Securities
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Subordinated Debt Securities
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Warrants
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Total
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*
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Additional securities (including
securities to be issued by additional registrants) may be added
by automatically effective post-amendment pursuant to
Rule 413.
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(1)
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An indeterminate number or
principal amount of common shares, preferred shares, warrants
and senior and subordinated debt securities of Ultra Petroleum
Corp., as may from time to time be issued at indeterminate
prices. The registration fee is calculated in accordance with
Rule 457(r) under the Securities Act of 1933 in reliance on
Rule 456(b). The Registrant hereby elects to defer the payment
of any filing fees pursuant to Rule 456(b) and to pay such
filing fees on a pay-as-you-go basis. As a result,
Rule 457(r) provides that the table does not need to
specify the information as to the amount to be registered, the
proposed maximum aggregate offering price, or the amount of
registration fee for any class of security listed, and that the
registration fee shall be subsequently calculated based on the
applicable fee payment rates in effect on the date of the
payment of the fees.
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PROSPECTUS
Ultra Petroleum Corp.
Common Shares
Preferred Shares
Senior Debt
Securities
Subordinated Debt
Securities
Warrants
We may offer from time to time any combination of the securities
described in this prospectus. We will not offer or sell any
securities under this prospectus unless accompanied by a
prospectus supplement or a prospectus contained in a
post-effective amendment to the registration statement of which
this prospectus is a part.
We may offer and sell, from time to time:
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common shares;
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preferred shares
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senior debt securities;
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subordinated debt securities; and
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warrants.
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We will provide the specific terms of these securities in one or
more supplements to this prospectus, a prospectus contained in a
post-effective amendment, or documents we incorporate herein by
reference. You should read this prospectus, any prospectus
supplement, any prospectus contained in a post-effective
amendment and the documents incorporated herein by reference
carefully before you invest in these securities.
We may sell the securities directly, or through agents
designated from time to time, or to or through underwriters or
dealers. If any underwriters are involved in the sale of any
securities, their names and any applicable commissions or
discounts will be set forth in a prospectus supplement, in a
prospectus contained in a post-effective amendment or in the
documents we incorporate herein by reference.
Our common stock is listed on the New York Stock Exchange under
the Symbol UPL. The last reported sale price on
September 21, 2009 was $51.74 per share.
Investing in our securities involves risks. You should
consider the Risk Factors described in any
accompanying prospectus supplement, any prospectus contained in
a post-effective amendment and in the documents we incorporate
by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy of this prospectus or
whether it is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is September 22, 2009.
ABOUT
THIS PROSPECTUS
As used in this prospectus, unless otherwise required by the
context, the terms we, us,
our, Ultra and the Company
refer to Ultra Petroleum Corp. and its consolidated
subsidiaries. All references to dollars and $ shall
mean United States dollars, unless otherwise indicated.
This prospectus is part of a registration statement that we have
filed with the Securities and Exchange Commission using an
automatic shelf registration process for
well-known seasoned issuers. Under the automatic
shelf registration process, we may offer and sell from time to
time any combination of our common shares, preferred shares,
senior debt securities, subordinated debt securities, and
warrants to purchase our debt securities, common shares or our
preferred shares. Our securities may be offered in one or more
offerings. Each time we use this prospectus to offer securities,
we will provide a prospectus supplement or a prospectus
contained in a post-effective amendment to the registration
statement of which this prospectus is a part that will contain
or will indicate where specific information about the terms of
that offering may be obtained. The prospectus supplement, the
prospectus contained in a post-effective amendment or the
documents we incorporate herein by reference may also add,
update or change information contained in this prospectus.
Please carefully read this prospectus, any prospectus
supplement, any prospectus contained in a post-effective
amendment and the documents incorporated by reference in the
prospectus together with the additional information described
under Where You Can Find More Information before you
make an investment decision.
You should rely only on the information contained in this
prospectus, the applicable prospectus supplement and the
applicable prospectus contained in a post-effective amendment.
We have not authorized any other person to provide you with
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not
making an offer to sell the securities in any jurisdiction where
the offer or sale is not permitted. Neither the delivery of this
prospectus, any prospectus supplement or any prospectus
contained in a post-effective amendment, nor any offer or sale
under any such prospectus shall, under any circumstances, create
any implication that there has been no change in our business,
risks related to our business, financial condition, results of
operations and prospects, that the information contained in any
such prospectus is accurate as of any date other than the date
of such prospectus, or that any information incorporated by
reference in any such prospectus is accurate at any time
subsequent to its date.
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RISK
FACTORS
Investing in our securities involves risk. Please see the risk
factors described in our most recent Annual Report on
Form 10-K,
which is incorporated by reference in this prospectus, as the
same may be updated from time to time by our future filings
under the Securities Exchange Act of 1934, as amended. Before
making an investment decision, you should carefully consider
these risks as well as other information we include or
incorporate by reference in this prospectus. The risks and
uncertainties we have described are not the only ones we face.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also affect our business
operations. Additional risk factors may be included in a
prospectus supplement relating to a particular series or
offering of securities. These risks could materially affect our
business, results of operations or financial condition and cause
the value of our securities to decline.
ABOUT
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts included in this
document, including without limitation, statements in
Item 7 in our most recent Annual Report on
Form 10-K,
Managements Discussion and Analysis of Financial Condition
and Results of Operations regarding our financial position,
estimated quantities and net present values of reserves,
business strategy, plans and objectives of the Companys
management for future operations, covenant compliance and those
statements preceded by, followed by or that otherwise include
the words believe, expects,
anticipates, intends,
estimates, projects, target,
goal, plans, objective,
should, or similar expressions or variations on such
expressions are forward-looking statements. The Company can give
no assurances that the assumptions upon which such
forward-looking statements are based will prove to be correct.
Forward-looking statements include statements regarding:
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our oil and natural gas reserve quantities, and the discounted
present value of those reserves;
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the amount and nature of our capital expenditures;
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the timing and amount of future production and operating costs;
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business strategies and plans of management; and
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prospect development and property acquisitions.
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Some of the risks which could affect our future results and
could cause results to differ materially from those expressed in
our forward-looking statements include:
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the current global economic downturn;
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general economic conditions, including the availability of
credit and access to existing lines of credit;
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the volatility of oil and natural gas prices;
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the uncertainty of estimates of oil and natural gas reserves;
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the impact of competition;
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the availability and cost of seismic, drilling and other
equipment;
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operating hazards inherent in the exploration for and production
of oil and natural gas;
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difficulties encountered during the exploration for and
production of oil and natural gas;
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difficulties encountered in delivering oil and natural gas to
commercial markets;
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changes in customer demand and producers supply;
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the uncertainty of our ability to attract capital and obtain
financing on favorable terms;
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compliance with, or the effect of changes in, the extensive
governmental regulations regarding the oil and natural gas
business, including those related to climate change and
greenhouse gases;
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actions of operators of our oil and natural gas
properties; and
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weather conditions.
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should consider these risks and those we set out or incorporate
into the Risk Factors section of this prospectus
before you purchase our securities.
These events or factors could cause our results or performance
to differ materially from those expressed in, or implied by, our
forward-looking statements. Although we believe that the
assumptions underlying our forward-looking statements are
reasonable, any of these assumptions, and, therefore, also the
forward-looking statements based on these assumptions, could
themselves prove to be inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements that
are included in this prospectus, our inclusion of this
information is not a representation by us or any other person
that our objectives and plans will be achieved.
Our forward-looking statements speak only at the date made, and
we will not update these forward-looking statements unless the
securities laws require us to do so. In light of these risks,
uncertainties and assumptions, any forward-looking events
discussed in this prospectus may not occur.
THE
COMPANY
Ultra Petroleum Corp. is an independent oil and gas company
engaged in the development, production, operation, exploration
and acquisition of oil and natural gas properties. The Company
was originally incorporated on November 14, 1979, under the
laws of the Province of British Columbia, Canada. Ultra remains
a Canadian company, but since March 2000, has operated under the
laws of The Yukon Territory, Canada pursuant to Section 190
of the Business Corporations Act (Yukon Territory). The
Companys operations are primarily in the Green River Basin
of southwest Wyoming. The Company also has an exploration effort
underway in Pennsylvania. The Company continually evaluates
other opportunities for the acquisition, exploration and
development of oil and natural gas properties.
Our principal executive offices are located at
363 N. Sam Houston Pkwy. E., Suite 1200, Houston,
TX 77060 and our telephone number is
(281) 876-0120.
We maintain a website at www.ultrapetroleum.com. The
reference to our website address does not constitute
incorporation by reference of the information contained at the
website in this prospectus.
USE OF
PROCEEDS
Except as otherwise described in the applicable prospectus
supplement or prospectus contained in a post-effective
amendment, or in documents that we incorporate herein by
reference, we intend to use the net proceeds from the sale of
our securities for general corporate purposes. These purposes
may include acquisitions, working capital, capital expenditures,
the repurchase of outstanding securities and the repayment of
indebtedness. Pending any specific applications, we may
initially invest proceeds from the sale of securities in
short-term marketable securities.
4
RATIO OF
EARNINGS TO FIXED CHARGES
The ratio of our earnings to fixed charges for the periods
indicated are as follows:
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Six Months Ended
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Years Ended December 31,
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June 30,
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2004
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2005
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2006
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2007
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2008
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2009
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Ratio of earnings to fixed charges
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41.5
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x
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93.7
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82.7
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x
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17.1
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31.8
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(1)
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(1) |
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The ratio of earnings to fixed charges for the six months ended
June 30, 2009 was less than a 1:1 ratio due to the net loss
for the period. The Company would have had to generate
additional earnings of $829 million to achieve a coverage
ratio of 1:1 for the six months ended June 30, 2009. |
For the purposes of determining the ratio of earnings to fixed
charges, earnings consist of income from continuing operations
before taxes, plus fixed charges, less capitalized interest, and
fixed charges consist of interest expense (net of capitalized
interest), plus capitalized interest, plus amortized discounts
related to indebtedness.
We had no preferred stock outstanding for any period presented,
and accordingly, the ratio of earnings to combined fixed charges
and preferred stock dividends is the same as the ratio of
earnings to fixed charges.
DESCRIPTION
OF SECURITIES
We may offer and sell, from time to time:
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common shares;
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preferred shares
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senior debt securities;
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subordinated debt securities; and
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warrants.
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We will provide the specific terms of these securities in one or
more supplements to this prospectus or prospectuses contained in
a post-effective amendment, or the documents that we incorporate
herein by reference.
CERTAIN
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplements or prospectus contained in a post-effective
amendment or the documents we incorporate herein by reference,
the validity of the securities offered by this prospectus will
be passed upon by Lackowicz, Shier & Hoffman, our
Canadian counsel. We may receive opinions regarding other
matters in connection with an offering of securities from our
United States legal counsel, Haynes and Boone, LLP, or other
United States legal counsel. These opinions will be disclosed in
a prospectus supplement or a prospectus contained in a
post-effective amendment.
EXPERTS
The consolidated financial statements of Ultra Petroleum Corp.
incorporated by reference in their Annual Report
(Form 10-K)
for the year ended December 31, 2008, and the effectiveness
of Ultra Petroleum Corp.s internal control over financial
reporting as of December 31, 2008 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon,
incorporated by reference therein, and incorporated herein by
reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
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RESERVE
ENGINEERS
Certain information contained in the documents we incorporate by
reference regarding estimated quantities of natural gas and
crude oil reserves owned by us, the future net revenues from
those reserves and their present value is based on estimates of
the reserves and present values prepared by or derived from
estimates prepared by Netherland, Sewell & Associates,
Inc. and Ryder Scott Company, L.P. All of such information has
been incorporated into this prospectus by reference in reliance
upon the authority of these firms as experts in such matters.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. The SEC maintains an
internet site
http://www.sec.gov
that contains reports, proxy and information statements, and
other information regarding issuers (including us) that file
documents with the SEC electronically. Our SEC filings may be
obtained from that website. Please call the SEC at
1-800-SEC-0330
for further information on the public reference facilities. You
may also read and copy any document we file with the SEC at the
following SEC public reference facility:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C. 20549, by
e-mailing
the Public Reference Room of the SEC at
publicinfo@sec.gov, or by facsimile at
(202) 777-1027.
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the
documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering:
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Our Annual Report on
Form 10-K
for the year ended December 31, 2008;
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Our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2009 and June 30,
2009; and
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Our Current Reports on
Form 8-K
filed on February 18, 2009, March 10, 2009,
May 6, 2009 and August 4, 2009 (in all cases, to the
extent these items were filed with the SEC and not
furnished).
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Any person, including any beneficial owner, may request a copy
of these filings, at no cost, by writing or telephoning us at
the following address and telephone number:
Ultra Petroleum Corp.
Investor Relations
363 N. Sam Houston Pkwy. E., Suite 1200
Houston, TX 77060
(281) 876-0120
6
Ultra Petroleum Corp.
Common Shares
Preferred Shares
Senior Debt
Securities
Subordinated Debt
Securities
Warrants
PROSPECTUS
September 22,
2009
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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ITEM 14.
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Other
Expenses of Issuance and Distribution.
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SEC Registration Fee
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Printing
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$
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*
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Accounting Fees and Expenses
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$
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*
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Legal Fees and Expenses
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$
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*
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Transfer Agent Fees
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$
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*
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Transfer Fees and Expenses
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$
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*
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Rating Agency Fees and Expenses
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$
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*
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Blue Sky Fees and Expenses
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$
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*
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Miscellaneous
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$
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*
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Total
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$
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*
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* |
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The applicable prospectus supplement will set forth the
estimated amount of such expenses payable in respect of any
offering of securities. |
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Deferred in accordance with Rule 457(r) and Rule 456(b) of
the Securities Act of 1933. |
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ITEM 15.
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Indemnification
of Directors and Officers.
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The Yukon Business Corporation Act (the Business
Corporations Act), Section 126, enables a corporation
to indemnify a director or officer or a former director or
officer of the corporation, or a person who acts or acted at the
corporations request as a director or officer of a body
corporate of which the corporation is or was a shareholder or
creditor, and his heirs and personal representatives
(collectively, a Person), against all costs, charges
and expenses, including an amount paid to settle an action or to
satisfy a judgment reasonably incurred by him in any civil,
criminal or administrative action or proceeding to which he is
made a party by reason of being or having been such a director
or officer if:
(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.
Furthermore, the Business Corporations Act provides that a
Person is entitled to indemnity from the corporation in respect
of all costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal or
administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of the
corporation or body corporate if the Person seeking
indemnification:
(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.
The Business Corporations Act also provides that a corporation
may purchase and maintain insurance for the benefit of a Person
against liability incurred by him:
(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.
II-1
Our Bylaws provide for indemnification of our officers and
directors, and the advancement to them of expenses in connection
with proceedings and claims, to the fullest extent permitted
under the Business Corporations Act. Our Bylaws also provide
that subject to the limitations contained in the Business
Corporations Act, we may purchase and maintain insurance for the
benefit of our directors and officers as our Board of Directors
may from time to time determine. We have purchased liability
insurance for our directors and officers which insures, among
other things:
(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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
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ITEM 16.
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Exhibits
and Financial Statement Schedules.
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Exhibit
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Number
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Exhibit
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1
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.1*
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Form of Underwriting Agreement.
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3
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.1
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Articles of Incorporation of Ultra Petroleum Corp. (incorporated
by reference to Exhibit 3.1 of the Companys Quarterly
Report on
Form 10-Q
for the period ended June 30, 2001).
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3
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.2
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By-Laws of Ultra Petroleum Corp. (incorporated by reference to
Exhibit 3.2 of the Companys Quarterly Report on
Form 10-Q
for the period ended June 30, 2001).
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3
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.3
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Articles of Amendment to Articles of Incorporation of Ultra
Petroleum Corp. (incorporated by reference to Exhibit 3.3
of the Companys Report on
Form 10-K/A
for the period ended December 31, 2005).
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4
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.1*
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Form of Indenture for Senior Debt Securities.
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4
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.2*
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Form of Subordinated Indenture for Subordinated Debt Securities.
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4
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.3*
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Form of Senior Debt Security.
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4
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.4*
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Form of Subordinated Debt Security.
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4
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.5
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Specimen Common Share Certificate (incorporated by reference to
Exhibit 4.1 of the Companys Quarterly Report on
Form 10-Q
for the period ended June 30, 2001).
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4
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.6*
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Form of Certificate of Designation.
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4
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.7*
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Form of Warrant Agreement.
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4
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.8*
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Form of Warrant Certificate.
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5
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.1**
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Opinion of Lackowicz Shier & Hoffman.
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12
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.1**
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Statement of Ratio of Earnings to Fixed Charges.
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23
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.1**
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Consent of Ernst & Young LLP.
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23
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.2**
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Consent of Lackowicz Shier & Hoffman (included in
Exhibit 5.1).
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23
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.3**
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Consent of Netherland, Sewell & Associates, Inc.
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23
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.4**
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Consent of Ryder Scott Company, L.P.
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24
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.1**
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Powers of Attorney (included on the signature page herein).
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25
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.1*
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Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939 of the Trustee under
the Indenture (Senior Debt Securities).
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25
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.2*
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Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939 of the Trustee under
the Subordinated Indenture (Subordinated Debt Securities).
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* |
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To be filed, if necessary, by amendment or as an exhibit to a
Current Report on
Form 8-K. |
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** |
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Filed herewith. |
II-2
The undersigned registrant hereby undertakes:
(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 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
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 percent 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;
Provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) of this section do not apply if the registration
statement is on
Form S-3
(§ 239.13 of this chapter) and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) (§ 230.424(b) of this chapter) that
is part of the registration statement.
(2) That, for the purposes 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 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.
(4) That, for the purpose of determining any liability
under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B
(§ 230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall
be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5),
or (b)(7) of this chapter) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or
(x) (§ 230.415(a)(1)(i), (vii), or (x) of
this chapter) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to
be the
II-3
initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants 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.
(7) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act (Act) in accordance
with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
(8) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Ultra Petroleum Corp. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
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 the 22nd day of
September, 2009.
ULTRA PETROLEUM CORP.
Michael D. Watford,
Chairman of the Board,
Chief Executive Officer, and President
II-5
POWERS OF
ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Michael D.
Watford and Marshall D. Smith, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign this registration
statement on
Form S-3
and any and all amendments to this registration statement
(including post-effective amendments) of Ultra Petroleum Corp.
and to file same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission,
and/or any
state securities department or any other federal or state agency
or governmental authority granting unto such attorneys-in-fact
and agents, and each of them, full power to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all extents and purposes
as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 22nd day of September,
2009.
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Signature
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Title
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/s/ Michael
D. Watford
Michael D. Watford
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Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Marshall
D. Smith
Marshall D. Smith
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Chief Financial Officer (Principal Financial Officer)
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/s/ Garland
R. Shaw
Garland R. Shaw
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Corporate Controller (Principal Accounting Officer)
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/s/ W.
Charles Helton
W. Charles Helton
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Director
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/s/ Stephen
J. McDaniel
Stephen J. McDaniel
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Director
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/s/ Robert
E. Rigney
Robert E. Rigney
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Director
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/s/ Roger
A. Brown
Roger A. Brown
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Director
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II-6
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Exhibit
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Number
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Exhibit
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1
|
.1*
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Form of Underwriting Agreement.
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3
|
.1
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|
Articles of Incorporation of Ultra Petroleum Corp. (incorporated
by reference to Exhibit 3.1 of the Companys Quarterly
Report on
Form 10-Q
for the period ended June 30, 2001).
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3
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.2
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By-Laws of Ultra Petroleum Corp. (incorporated by reference to
Exhibit 3.2 of the Companys Quarterly Report on
Form 10-Q
for the period ended June 30, 2001).
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3
|
.3
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Articles of Amendment to Articles of Incorporation of Ultra
Petroleum Corp. (incorporated by reference to Exhibit 3.3
of the Companys Report on
Form 10-K/A
for the period ended December 31, 2005).
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4
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.1*
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Form of Indenture for Senior Debt Securities.
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4
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.2*
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Form of Subordinated Indenture for Subordinated Debt Securities.
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4
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.3*
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Form of Senior Debt Security.
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4
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.4*
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Form of Subordinated Debt Security.
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4
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.5
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Specimen Common Share Certificate (incorporated by reference to
Exhibit 4.1 of the Companys Quarterly Report on
Form 10-Q
for the period ended June 30, 2001).
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4
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.6*
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Form of Certificate of Designation.
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4
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.7*
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Form of Warrant Agreement.
|
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4
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.8*
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Form of Warrant Certificate.
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5
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.1**
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Opinion of Lackowicz Shier & Hoffman.
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12
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.1**
|
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Statement of Ratio of Earnings to Fixed Charges.
|
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23
|
.1**
|
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Consent of Ernst & Young LLP.
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23
|
.2**
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Consent of Lackowicz Shier & Hoffman (included in
Exhibit 5.1).
|
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23
|
.3**
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Consent of Netherland, Sewell & Associates, Inc.
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23
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.4**
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Consent of Ryder Scott Company, L.P.
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24
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.1**
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Powers of Attorney (included on the signature page herein).
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25
|
.1*
|
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Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939 of the Trustee under
the Indenture (Senior Debt Securities).
|
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25
|
.2*
|
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Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939 of the Trustee under
the Subordinated Indenture (Subordinated Debt Securities).
|
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* |
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To be filed, if necessary, by amendment or as an exhibit to a
Current Report on
Form 8-K. |
|
** |
|
Filed herewith. |
II-7