0001144204-17-022496.txt : 20170427 0001144204-17-022496.hdr.sgml : 20170427 20170427114430 ACCESSION NUMBER: 0001144204-17-022496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170426 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PETROLEUM CORP CENTRAL INDEX KEY: 0001022646 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33614 FILM NUMBER: 17787186 BUSINESS ADDRESS: STREET 1: 400 N SAM HOUSTON PARKWAY E STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818760120 MAIL ADDRESS: STREET 1: 400 N SAM HOUSTON PARKWAY E STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060 8-K 1 v465365_8k.htm FORM 8-K

  

 

 

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 (Date of earliest event reported): April 27, 2017 (April 26, 2017)

  

 

ULTRA PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

 

 

Yukon, Canada
(State or other jurisdiction
of incorporation)		 001-33614
(Commission File Number)		 N/A
(I.R.S. Employer Identification No.)

 

400 North Sam Houston Parkway East, Suite 1200

Houston, Texas 77060

(Address of principal executive offices, including zip code)

 

 

Registrant's telephone number, including area code: (281) 876-0120

 

 

(Former name or former address, if changed since last report.)

  

 

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))

  

 

 

 

 

 

Section 7. Regulation FD
Item 7.01. Regulation FD Disclosure.

 

Press Release

 

Ultra Petroleum Corp. announced today that, on April 26, 2017, it filed a shelf registration statement with the Securities and Exchange Commission with respect to possible secondary sales of the company’s common stock by the selling shareholders named in the shelf registration statement. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. Please see Item 9.01 below and the attached exhibit.

 

Ultra Petroleum is not selling any of its common stock and will not receive any proceeds from the offer and sale of any of the common stock registered under the shelf registration statement.

 

The shelf registration statement was filed to satisfy the company’s obligations under the company’s registration rights agreement entered into on April 12, 2017 with the selling shareholders in connection with our emergence from chapter 11 on that date.

 

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

  Exhibit No. Description
  99.1 News Release dated April 27, 2017

  

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

  ULTRA PETROLEUM CORP.
     
     
April 27, 2017 By: /s/ Sandi Kraemer
  Name: Sandi  Kraemer
  Title: Assistant Corporate Secretary

 

 

 

 

Exhibit Index

 

Exhibit No. Description
99.1 News Release dated April 27, 2017

 

 

 EX-99.1 2 v465365_ex99-1.htm EXHIBIT 99.1

Ultra Petroleum Announces Filing Of Shelf Registration Statement Pursuant To Registration Rights Agreement

HOUSTON, April 27, 2017 /PRNewswire/ -- Ultra Petroleum Corp. (NASDAQ: UPL) announced today that, on April 26, 2017, it filed a shelf registration statement with the Securities and Exchange Commission with respect to possible secondary sales of the company's common stock by the selling shareholders named in the shelf registration statement.

Ultra Petroleum is not selling any of its common stock and will not receive any proceeds from the offer and sale of any of the common stock registered under the shelf registration statement.

The shelf registration statement was filed to satisfy the company's obligations under the company's registration rights agreement entered into on April 12, 2017 with the selling shareholders in connection with our emergence from chapter 11 on that date.

A registration statement related to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Once available, a written prospectus may be obtained from Ultra Petroleum Corp. at 400 North Sam Houston Parkway East, Suite 1200, Houston, Texas 77060, Attention – Investor Relations and External Reporting.

About Ultra Petroleum

Ultra Petroleum Corp. is an independent energy company engaged in domestic natural gas and oil exploration, development and production. Additional information on the company is available at www.ultrapetroleum.com.

Statements made in this press release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on certain assumptions and expectations made by the Company which reflect management's experience, estimates and perception of historical trends, current conditions, and anticipated future developments. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, and which may cause the Company's actual results to differ materially from those implied or anticipated in the forward-looking statements. These include risks relating to financial performance and results, ability to improve its financial results and profitability following emergence from bankruptcy, availability of sufficient cash flow to execute its business plan, declining commodity prices and demand for oil, natural gas and natural gas liquids, the Company's ability to hedge future production at suitable prices and volumes, the Company's ability to replace reserves and efficiently develop its current reserves, the regulatory environment and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These and other important factors could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Please read "Risk Factors" in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other public filings. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events.



CONTACT: Sandi Kraemer, Director, Investor Relations and External Reporting, Phone: 281-582-6613, Email: skraemer@ultrapetroleum.com