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:
May 15, 2006
(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
(Registrant’s 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 4 — Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant’s Certifying Accountant
On May 15, 2006, the Audit Committee of the Board of Directors voted to appoint Ernst & Young
LLP (“Ernst & Young”) to serve as the Company’s independent auditor for the fiscal year ending
December 31, 2006. Under Yukon law, the appointment of the independent auditor is subject to
shareholder approval and, accordingly, the Audit Committee’s appointment is subject to the receipt
of such approval at the Annual Meeting.
The audit reports of KPMG LLP (“KPMG”) on the consolidated financial statements of the Company
and its subsidiaries as of and for the years ended December 31, 2004 and December 31, 2005 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2004 and December 31, 2005 and subsequent interim periods
to May 15, 2006, there were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG would have caused that firm to make reference thereto in
connection with its reports on our consolidated financial statements as and for the years then
ended.
During the years ended December 31, 2004 and December 31, 2005 and subsequent interim periods
to May 15, 2006, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of
Regulation S-K, except as follows:
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As reported in Item 9A of the Company’s Report on Form 10-K for the year ended
December 31, 2005, the Company determined that material weaknesses in internal
control over financial reporting existed as of December 31, 2005. Specifically, the
Company did not maintain effective company level controls, did not have adequate
policies and procedures regarding supervisory review of account reconciliations and
account and transaction analyses, and did not have adequate policies and procedures
to ensure that accurate and reliable interim and annual consolidated financial
statements were prepared and reviewed on a timely basis. |
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As reported in Item 4 of the Company’s Report on Form 10-Q for the three months
ended March 31, 2006, the Company determined that its disclosure controls and
procedures were not effective as of March 31, 2006 as a result of the material
weaknesses in internal control over financial reporting reported in the Form 10-K for
the year ended December 31, 2005. |
As reported in the Form 10-K and Form 10-Q, management is in the process of taking remedial
steps to correct these weaknesses. The Audit Committee discussed the subject matter of the
material weaknesses with KPMG and the Company has authorized KPMG to respond fully to the inquiries
of Ernst & Young concerning the material weaknesses.
Prior to the selection of Ernst & Young to provide the audit of the Company’s financial
statements and the review of interim filings, the Company did not consult Ernst & Young regarding
any matter requiring disclosure under Item 304(a)(2) of Regulation S-K. Specifically, during the
years ended December 31, 2004 and December 31, 2005 and subsequent interim periods to May 15, 2006,
we have not consulted with Ernst & Young regarding either (i) the application of accounting
principles to a specified transaction, either competed or proposed, or the type of audit opinion
that might be rendered on our financial statements, and neither a written report nor oral advice
was provided to the Company that Ernst & Young concluded was an important factor considered by us
in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any
matter that was either the subject of a
disagreement or a reportable event as described in Item 304(a) of Regulation S-K.
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