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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 0-29370
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 |
(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 |
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Houston, Texas
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77060 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (281) 876-0120
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class: |
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Name of each exchange on which registered: |
Common Shares, without par value
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. YES þ NO o
Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer þ
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Accelerated Filer o
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Non-Accelerated Filer o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). YES o NO þ
The aggregate market value of the voting and non-voting common equity of the registrant held
by non-affiliates, computed by reference to the closing sale price of such stock, as of June 30,
2005 was $3,993,285,957 based on the last reported sales price of $30.36 of such stock on the
American Stock Exchange on such date. (For purposes of determination of the aggregate market value,
only directors, executive officers and 10% or greater stockholders have been deemed affiliates.)
The number of shares outstanding of the registrants common shares, no par value, as of April
11, 2006, was 155,364,264 shares.
EXPLANATORY NOTE
The registrant hereby amends its Annual Report on Form 10-K for the year ended December 31, 2005 to
include Part III of Form 10-K, to the extent such information was not previously included in the
Annual Report on Form 10-K, as set forth below. This amendment also
attaches Exhibit 3.3, 31.1, 31.2,
32.1 and 32.2. Items in the Annual Report on Form 10-K not referenced below are not amended, and
this amendment does not reflect events occurring after the original filing of the Annual Report on
Form 10-K, or modify or update those disclosures as presented in the Form 10-K except to the extent
set forth herein. Items referenced herein are amended as set forth below.
TABLE OF CONTENTS
PART III
ITEM 10. directors and executive officers of the registrant.
Directors and Executive Officers
The following table provides information with respect to the directors and present executive
officers of the Corporation. Please refer to the table under the heading Beneficial Ownership of
Securities Security Ownership of Certain Beneficial Owners and Management for a summary of the
number of common shares owned by each of the Corporations directors and executive officers. Each
executive officer has been elected to serve until his successor is duly appointed or elected by the
Board of Directors or his earlier removal or resignation from office.
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Position |
Name |
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Age |
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Position with the Corporation |
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Since |
Michael D. Watford |
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52 |
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Chairman of the Board, CEO, President and Director |
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1999 |
Dr. William C. Helton |
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64 |
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Director |
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1994 |
James E. Nielson |
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75 |
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Director |
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2001 |
Robert E. Rigney |
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74 |
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Director |
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2001 |
James C. Roe |
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77 |
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Director |
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2001 |
Marshall D. Smith |
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46 |
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Chief Financial Officer |
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2005 |
Stephen R. Kneller |
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51 |
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VP Exploration, Domestic |
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1998 |
George M. Patterson |
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60 |
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VP International |
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2001 |
William R. Picquet |
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54 |
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VP Operations |
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2005 |
Mr. Michael D. Watford has been the Corporations Chairman of the Board, Chief Executive
Officer, President and a Director since January 1999. From August 1997 until February 1999, Mr.
Watford was a consultant in private practice. Prior to consulting, Mr. Watford was the President,
Chief Executive Officer and a director of Nuevo Energy Company, a public energy company from 1994
until 1997. Mr. Watford has been in the energy business for 30 years and has become familiar with
virtually every aspect of the industry, holding senior management positions in marketing,
exploration and production, and corporate finance.
Dr. William C. Helton has been a director of the Corporation since August 1994. Dr. Helton is
a medical doctor and has been the President, Chief Financial Officer and a director of Enterprise
Exploration & Production Inc., a private oil and gas exploration and development company, for more
than 5 years.
Mr. James E. Nielson has been a director of the Corporation since February 2001. Mr. Nielson
is the owner of Nielson & Associates of Cody, Wyoming, an independent oil and gas firm that he
founded in 1992. Prior to forming that company, Mr. Nielson formed JN Oil and Gas, a privately
owned oil and gas exploration company, and remained its President and Chief Executive Officer until
the sale of the company in 1992. Prior to that, Mr. Nielson had been a director and the Chief
Executive Officer and President of Husky Oil from 1971 until 1979.
Mr. Robert E. Rigney has been a director of the Corporation since June 2001, and was a
consultant to the Corporation from January 2001 to December 2003. Prior to that, Mr. Rigney was the
Chief Executive Officer and Chairman of Pendaries Petroleum Ltd. since its inception in 1996. Mr.
Rigney has been a diplomat, an oil company executive and a consultant in Asia for over 21 years.
Mr. James C. Roe has been a director of the Corporation since January 2001. From 1996 until
January 2001, Mr. Roe was a board member of Pendaries Petroleum Ltd. Prior to that, Mr. Roe was
Vice President and Owner of Delta-X Corp., a high technology automation system used in oil
producing operations until the sale of Delta-X Corp. in 1997. Mr. Roe has been retired since 1997.
Mr. Marshall D. Smith has been Chief Financial Officer since July 2005. Mr. Smith has over 20
years of progressive experience in a multitude of disciplines within the energy industry including
operations, strategic planning, corporate finance and business development. Early in his career,
Mr. Smith was a practicing Petroleum Engineer for both major and independent oil companies and
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later focused his career on mergers, acquisitions and corporate finance advisory assignments
in the energy sector. From 2001 to 2002, Mr. Smith served as the Chief Financial Officer at Gulf
Liquids, Inc. Mr. Smith was the Vice President of Business Development at J.M. Huber Energy from
2002 to 2004. From 2004 until joining us in July 2005, Mr. Smith served as the Vice President of
Upstream Business Development at Constellation Energy.
Mr. Stephen R. Kneller has been Vice President Exploration, Domestic since September 1998.
Mr. Kneller joined the Corporation in 1997 as a geologist. Prior to that, Mr. Kneller worked in the
exploration department for CNG Producing Co. and CNG Development Co. for 17 years. Mr. Kneller has
worked the Green River Basin of Wyoming actively since 1992.
Mr. George M. Patterson has been Vice President International since July 2001. Mr. Patterson
has over 30 years experience as an exploration geologist and senior executive in international
major exploration and production companies such as Mobil Oil, Cities Service and Kerr-McGee. Mr.
Patterson served as Vice President International Exploration for Kerr-McGee from 1996 to 1999. Mr.
Patterson was a consultant for various companies on international exploration and production
projects between 1999 and 2001.
Mr. William R. Picquet has been Vice President Operations since August 2005. Mr. Picquet has
over 30 years of industry experience in all aspects of operations and engineering in major North
American producing basins. He has worked for various exploration and production companies serving
in engineering and management capacities. Mr. Picquet served as the President and Chief Executive
Officer of Advantage Energy Services Ltd. from 1997 to 2001 and as the Managing Director of
Waterous & Co. from 2002 to 2003. From 2003 to March 2005, Mr. Picquet served as the Chief
Executive Officer and on the Board of Governors of M3 Energy, LLC. Just prior to joining us, Mr.
Picquet was the Senior Vice President of Operations and Engineering at Mission Resources
Corporation, serving in that role from March 2005 to August 2005.
All officers and directors of the Corporation are United States citizens.
Audit Committee
The Board of Directors has an Audit Committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, that makes recommendations
regarding the selection of independent public accountants and reviews with them the scope and
results of the audit engagement. The Audit Committee is comprised of Messrs. Nielson, Helton and
Roe. The Board of Directors has affirmatively determined that each of the members is financially
literate and is an independent director for purposes of AMEX rules applicable to members of the
audit committee, meaning that the director has no relationship to the Corporation that may
interfere with the exercise of their independence from management and the Corporation (an
Independent Director). Additionally, the Board of Directors has determined that Mr. Nielson is an
audit committee financial expert and is independent under the Securities and Exchange Act of
1934, as amended. An audit committee financial expert is a person who has (i) an understanding of
generally accepted accounting principles and financial statements, (ii) the ability to assess the
general application of said principles in connection with the accounting for estimates, accruals
and reserves, (iii) experience auditing, analyzing or evaluating financial statements of comparable
breadth and complexity to Ultras financial statements, and (iv) an understanding of internal
controls and procedures. Subject to shareholder ratification, if ratification is required by
applicable law or the certificate of incorporation or bylaws of the Corporation, the Audit
Committee has sole responsibility for retaining, dismissing and compensating the Corporations
independent auditors.
Code of Business Conduct and Ethics
In February 2003, the Board of Directors adopted a Code of Business Conduct and Ethics which
applies to all directors, officers and employees of the Corporation. The Board has not granted any
waivers to the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is
accessible on the Corporations website located at http://www.ultrapetroleum.com. Any amendments
to or waivers of the Code of Conduct and Business Ethics will also be posted on the Corporations
website.
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following Summary Compensation Table sets forth all annual and long-term compensation for
services rendered in all capacities to the Corporation (on a consolidated basis) during the past
three years for the Corporations chief executive officer and the four most highly compensated
executive officers serving in such positions as of December 31, 2005 (the Named Executive
Officers) and two additional executive officers who served during 2005. The share data and
share prices in this annual report give effect to the two-for-one stock split effective May 10,
2005, applied retroactively.
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Annual Compensation |
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Long-Term Compensation |
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Restricted |
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Securities |
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Shares or |
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Underlying |
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Other Annual |
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Restricted |
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Options |
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LTIP |
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All Other |
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Salary |
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Bonus |
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Compensation |
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Units |
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Granted |
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Payouts |
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Compensation |
Name and Principal Position |
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Year |
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(US$) |
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(US$) (1) (2) |
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($) |
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(US$) |
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(#) |
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(US$) (3) |
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($) (9) |
Michael D. Watford |
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2005 |
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$ |
425,000 |
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$ |
1,000,000 |
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100,000 |
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$ |
29,748 |
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Chairman of the Board |
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2004 |
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$ |
413,750 |
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$ |
531,250 |
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$ |
1,440,000 |
(8) |
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400,000 |
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$ |
600,000 |
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$ |
29,048 |
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President & CEO |
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2003 |
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$ |
290,000 |
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$ |
999,100 |
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200,000 |
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$ |
31,948 |
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Marshall D. Smith (4) |
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2005 |
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$ |
95,637 |
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$ |
235,000 |
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250,000 |
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$ |
7,498 |
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Chief Financial Officer |
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2004 |
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2003 |
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Stephen R. Kneller |
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2005 |
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$ |
213,333 |
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$ |
250,000 |
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40,000 |
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$ |
28,081 |
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VP Exploration, |
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2004 |
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$ |
170,833 |
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$ |
247,900 |
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120,000 |
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$ |
300,000 |
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$ |
22,623 |
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Domestic |
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2003 |
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$ |
134,167 |
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$ |
143,300 |
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100,000 |
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$ |
17,856 |
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George M. Patterson |
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2005 |
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$ |
123,667 |
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$ |
60,000 |
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20,000 |
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$ |
16,425 |
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VP International |
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2004 |
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$ |
130,000 |
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$ |
70,000 |
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50,000 |
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$ |
262,500 |
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$ |
16,023 |
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2003 |
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$ |
119,792 |
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$ |
112,925 |
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70,000 |
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$ |
16,598 |
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William R. Picquet (5) |
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2005 |
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$ |
84,375 |
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$ |
100,000 |
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250,000 |
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$ |
7,661 |
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VP Operations |
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2004 |
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2003 |
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Brian A. Ault (6) |
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2005 |
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$ |
110,833 |
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40,000 |
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$ |
14,756 |
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Former VP Operations |
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2004 |
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$ |
161,250 |
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$ |
191,400 |
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100,000 |
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$ |
300,000 |
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$ |
21,344 |
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2003 |
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$ |
134,167 |
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$ |
118,300 |
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100,000 |
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$ |
17,856 |
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Charlotte H. Kauffman (7) |
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2005 |
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$ |
113,939 |
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$ |
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40,000 |
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$ |
14,461 |
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Former Corporate Secretary |
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2004 |
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$ |
142,292 |
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$ |
$138,925 |
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50,000 |
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$ |
300,000 |
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$ |
18,863 |
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and Corporate Counsel |
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2003 |
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$ |
125,417 |
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$ |
$79,320 |
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50,000 |
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$ |
16,665 |
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(1) |
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Includes common shares issued for services rendered in such year as follows, valued at
the market price on the date of issuance: $709,100 in 2003 to Mr. Watford; $67,900 in 2004
and $48,3000 in 2003 to Messrs. Kneller and Ault; and $50,925 in 2003 to Mr. Patterson;
and $50,925 in 2004 and $19,320 in 2003 to Ms. Kauffman. |
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(2) |
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Bonuses were earned in the year indicated. |
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(3) |
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Amounts shown in this column for 2004 represent the aggregate payout value of target
awards subject to a 3-year performance period ended December 31, 2004. Payments were made
entirely in cash. |
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(4) |
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Mr. Smith commenced employment with the Corporation effective July 18, 2005 with an
annual base salary of $220,000. |
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(5) |
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Mr. Picquet commenced employment with the Corporation effective August 16, 2005 with an
annual base salary of $225,000. |
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(6) |
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Mr. Ault resigned from the Corporation effective July 31, 2005. |
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(7) |
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Ms. Kauffman resigned from the Corporation effective September 16, 2005. |
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(8) |
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On February 1, 2004, in connection with his Employment Agreement, Mr. Watford was
granted 120,000 restricted shares which vest as follows: 40,000 shares vested on February
1, 2005; 40,000 vested on February 1, 2006; and 40,000 vest on February 1, 2007. As of
December 30, 2005, Mr. Watfords unvested shares had a value of $4,464,000. The Corporation
does not currently pay dividends. |
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(9) |
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The amount shown in this column consists of the Corporation match under the
Corporations 401-K Savings Plan, for which substantially all employees are eligible, and
Corporation-paid life insurance premiums. |
Compensation of Directors
Non-employee directors are paid an annual retainer of $50,000 and receive common shares
equivalent to $100,000 granted upon election at the Corporations annual meeting. During the year
ended December 31, 2004, non-employee directors were paid $25,000 and 750 common shares valued at
$25,000. Directors who are also officers or employees of the Corporation do not receive any
compensation for duties performed as directors. Directors are also entitled to participate in
Ultras 2000 Stock Incentive Plan, and in 2004 were entitled to an annual automatic award of
options to purchase 20,000 common shares thereunder. As of 2005, directors no longer receive the
automatic grant of stock options.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Messrs. Rigney, Helton and Nielson, with Dr. Helton
acting as its Chairman. None of the members of the Compensation Committee are former officers of
the Corporation or had any relationship requiring disclosure pursuant to the Exchange Act under
this caption.
Employment Agreements
The Corporation has an employment contract with Michael D. Watford, the Corporations
Chairman, President and Chief Executive Officer. The contract provides for an initial term of three
years commencing February 1, 2004 that automatically extends for successive one-year periods. The
agreement provides for a base salary of $425,000, which is subject to an annual adjustment based
upon a review of Mr. Watfords compensation by the Corporations Compensation Committee. Any
adjustments to Mr. Watfords compensation will be based on performance and then-current market
conditions for comparable positions. The contract also provides for an annual incentive
compensation award ranging between 50% and 100% of Mr. Watfords salary as recommended by the
Compensation Committee to the Board for approval. The contract also provides for a retention bonus
consisting of an aggregate of 120,000 common shares which vest in three equal parts over a three
year period. In addition, the Board may consider the grant of options on an annual basis based upon
performance.
In connection with the execution of his employment agreement, Mr. Watford received a one-time
award of options to purchase 400,000 of the Corporations common shares, with an expiration period
of ten years. In the event Mr. Watford is terminated prior to the end of his contract other than
for just cause, Mr. Watford would be paid a severance of his salary and bonus for the 12 months
immediately preceding the termination and all previously awarded stock options which have not
previously vested shall vest immediately in full. If Mr. Watfords employment with the Corporation
is terminated upon a change in control of the Corporation, Mr. Watford would receive 2 1/2 times his
salary and bonus for the 12 months preceding the termination.
5
Option Grants
The following table sets forth certain information concerning grants of options to purchase
the Corporations common shares made during 2005 to Named Executive Officers and former officers.
These options are adjusted to reflect a two-for-one stock split effective May 10, 2005.
Option Grants During the Most Recently Completed Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
Options |
|
|
|
|
|
|
|
|
|
Grant Date |
|
|
Underlying |
|
Granted to |
|
Exercise or |
|
|
|
|
|
Present |
|
|
Options Granted |
|
Employees in |
|
Base Price (2) |
|
Expiration |
|
Value |
Name |
|
(#) (1) |
|
Fiscal Year |
|
(US$/Share) |
|
Date |
|
(US$) (3) |
Michael D. Watford |
|
|
100,000 |
|
|
|
6.54 |
% |
|
$ |
25.68 |
|
|
|
2-07-2015 |
|
|
$ |
1,025,755 |
|
Marshall D. Smith |
|
|
250,000 |
|
|
|
16.35 |
% |
|
$ |
33.57 |
|
|
|
7-18-2015 |
|
|
$ |
3,784,766 |
|
Stephen R. Kneller |
|
|
40,000 |
|
|
|
2.62 |
% |
|
$ |
25.68 |
|
|
|
2-07-2015 |
|
|
$ |
410,302 |
|
George M. Patterson |
|
|
20,000 |
|
|
|
1.31 |
% |
|
$ |
25.68 |
|
|
|
2-07-2015 |
|
|
$ |
205,151 |
|
William R. Picquet |
|
|
250,000 |
|
|
|
16.35 |
% |
|
$ |
40.34 |
|
|
|
8-16-2015 |
|
|
$ |
4,560,763 |
|
Brian A. Ault |
|
|
40,000 |
|
|
|
2.62 |
% |
|
$ |
25.68 |
|
|
|
2-07-2015 |
|
|
$ |
410,302 |
|
Charlotte H. Kauffman |
|
|
40,000 |
|
|
|
2.62 |
% |
|
$ |
25.68 |
|
|
|
2-07-2015 |
|
|
$ |
410,302 |
|
|
|
|
(1) |
|
The stock options were fully vested on December 31, 2005 and are currently exercisable.
Options will expire if not exercised before the expiration date shown above and may expire
sooner in the event of termination of employment. |
|
(2) |
|
Exercise price is based on the average of the high and low bid prices on the AMEX on the
grant date. |
|
(3) |
|
The value has been calculated using a variation of the Black-Scholes stock option valuation
methodology. The applied model used the grant date of 2/7/2005 for Mr. Watford, Mr. Kneller,
Mr. Patterson, Mr. Ault and Ms. Kaffman, 7/18/2005 for Mr. Smith and 8/16/2005 for Mr.
Picquet. Mr. Watford, Mr. Kneller, Mr. Patterson, Mr. Ault and Ms. Kauffman assumed a stock
price volatility of 30.8 percent and a risk-free rate of return of 4.03 percent. Mr. Picquet
and Mr. Smith assumed a stock price volatility of 37.3 percent. Mr. Smith and Mr. Picquet
assumed a risk-free rate of return of 4.08 percent and 4.14 percent, respectively. All
officers options have an expected option life of 6.5 years. There were no adjustments made to
the model for risk of forfeiture. There is no assurance the value realized by an executive
will be at or near the value estimated by the Black-Scholes model. |
6
The following table sets forth certain information concerning the number and value of
unexercised options to purchase common shares by Named Executive Officers and former officers at
December 31, 2005.
Aggregated Option Exercises in Most Recently Completed
Fiscal Year and FY-End Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying |
|
Value of Unexercised |
|
|
|
|
|
|
|
|
|
|
Unexercised Options |
|
In-the-Money Options |
|
|
Securities Acquired |
|
Aggregate Value |
|
at December 31, 2005 |
|
at Dec. 31, 2005 |
|
|
On Exercise |
|
Realized |
|
Exercisable/Unexercisable |
|
Exercisable/Unexercisable |
Name |
|
(#) |
|
(US$) (1) |
|
(#) |
|
(US$) (2) |
Michael D. Watford |
|
|
75,000 |
|
|
$ |
4,207,840 |
|
|
|
4,505,312/0 |
(3) |
|
$ |
240,322,003/$0 |
(3) |
Marshall D. Smith |
|
|
|
|
|
|
|
|
|
|
250,000/0 |
|
|
$ |
5,557,500/$0 |
|
Stephen R. Kneller |
|
|
30,000 |
|
|
$ |
1,390,595 |
|
|
|
710,000/0 |
|
|
$ |
35,122,900/$0 |
|
George M. Patterson |
|
|
130,000 |
|
|
$ |
5,343,450 |
|
|
|
105,000/0 |
|
|
$ |
4,327,850/$0 |
|
William R. Picquet |
|
|
|
|
|
|
|
|
|
|
250,000/0 |
|
|
$ |
3,865,000/$0 |
|
Brian A. Ault |
|
|
506,400 |
|
|
$ |
16,818,441 |
|
|
|
0/0 |
|
|
$ |
0/$0 |
|
Charlotte H. Kauffman |
|
|
630,000 |
|
|
$ |
31,168,603 |
|
|
|
0/0 |
|
|
$ |
0/$0 |
|
|
|
|
(1) |
|
This amount is the aggregate of the market value of the common shares at the time each stock
option was exercised minus the exercise price of that option. |
|
(2) |
|
This amount is the aggregate of the number of in-the-money options multiplied by the
difference between the exercise price for that option and $55.80, the closing price of the
common shares on the AMEX on December 30, 2005. |
|
(3) |
|
Includes 4,405,312 exercisable stock options owned by Watford Interests, Ltd., a family
partnership in which Mr. Watford has a beneficial interest. |
7
Long-Term Incentive Plan Awards
The following table provides information for each of the Named Executive Officers on the
number of performance shares granted, the performance period and the estimated future payouts that
could vest if certain performance measures are achieved under the Corporations 2005 Long-Term
Incentive Plan and Best in Class program. As described in the Report of the Compensation Committee
of the Board of Directors, performance shares can be earned based on achieving 3-year cumulative
performance goals. Actual awards are determined after the end of the 3-year performance period.
If actual Company performance falls below threshold parameters, no payouts are made.
Long-Term Plan Awards Made for the Year-Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance |
|
|
|
|
Number |
|
or other |
|
|
|
|
of Shares, Units |
|
period until |
|
Estimated future payouts |
|
|
or |
|
maturation |
|
under non-stock price-based plans (1) |
Name |
|
Other Rights |
|
or payout |
|
Threshold |
|
Target |
|
Maximum |
Michael D. Watford |
|
|
|
|
|
|
01/01/05 12/31/07 |
|
|
$ |
161,500 |
|
|
$ |
531,250 |
|
|
$ |
796,875 |
|
|
|
|
2,142 |
|
|
|
01/01/05 12/31/07 |
|
|
|
(#) 1,071 |
|
|
|
(#) 2,142 |
|
|
|
(#) 3,213 |
|
Marshall D. Smith |
|
|
|
|
|
|
07/18/05 12/31/07 |
|
|
$ |
41,250 |
|
|
$ |
68,750 |
|
|
$ |
103,125 |
|
|
|
|
1,220 |
|
|
|
07/18/05 12/31/07 |
|
|
|
(#) 610 |
|
|
|
(#) 1,220 |
|
|
|
(#) 1,830 |
|
Stephen R. Kneller |
|
|
|
|
|
|
01/01/05 12/31/07 |
|
|
$ |
61,500 |
|
|
$ |
153,750 |
|
|
$ |
230,625 |
|
|
|
|
2,142 |
|
|
|
01/01/05 12/31/07 |
|
|
|
(#) 1,071 |
|
|
|
(#) 2,142 |
|
|
|
(#) 3,213 |
|
George M. Patterson |
|
|
|
|
|
|
01/01/05 12/31/07 |
|
|
$ |
26,600 |
|
|
$ |
87,500 |
|
|
$ |
131,250 |
|
|
|
|
2,142 |
|
|
|
01/01/05 12/31/07 |
|
|
|
(#) 1,071 |
|
|
|
(#) 2,142 |
|
|
|
(#) 3,213 |
|
William R. Picquet |
|
|
|
|
|
|
08/16/05 12/31/07 |
|
|
$ |
25,313 |
|
|
$ |
56,250 |
|
|
$ |
84,375 |
|
|
|
|
982 |
|
|
|
08/16/05 12/31/07 |
|
|
|
(#) 491 |
|
|
|
(#) 982 |
|
|
|
(#) 1,473 |
|
|
|
|
(1) |
|
Amounts in dollars represent awards that may be paid out under the 2005 Long Term
Incentive Plan if target, threshold or maximum performance criteria is met. Such amounts
would be paid in shares of common stock. Threshold, target and maximum numerical amounts
represent shares of common stock that may be issued under the Best in Class program if
performance criteria under the program is met. |
8
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2005, the Corporation had the following securities issuable pursuant to
outstanding award agreements or reserved for issuance under the Corporations previously approved
stock incentive plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
Number of |
|
|
|
|
|
|
Remaining Available for |
|
|
|
Securities to |
|
|
|
|
|
|
Future Issuance Under |
|
|
|
Be Issued |
|
|
|
|
|
|
Equity Compensation |
|
|
|
Upon Exercise |
|
|
Weighted-Average |
|
|
Plans (Excluding |
|
|
|
of Outstanding |
|
|
Exercise Price of |
|
|
Securities Reflected in |
|
Plan Category |
|
Options |
|
|
Outstanding Options |
|
|
the First Column) |
|
Equity compensation plans approved by security holders |
|
|
9,388,700 |
|
|
$ |
9.03 |
|
|
|
11,119,000 |
|
Equity compensation plans not approved by security holders |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9,388,700 |
|
|
$ |
9.03 |
|
|
|
11,119,000 |
|
Compensation Committee Report
The Compensation Committee is responsible for establishing and reviewing the compensation
policies and programs, and determining the compensation levels for the executive officers,
including the Chief Executive Officer (the CEO), of the Corporation and its subsidiaries. The
Compensation Committee believes that compensation should:
|
|
|
relate to the value created for shareholders by being directly tied to the financial performance and
condition of the Corporation and the particular executive officers contribution thereto; |
|
|
|
|
reward individuals who help the Corporation achieve its short-term and long-term objectives and thereby
contribute significantly to the success of the Corporation; |
|
|
|
|
help to attract and retain the most qualified individuals in the oil and gas industry by being
competitive with compensation paid to persons having similar responsibilities and duties in other
companies in the same and closely related industries; and |
|
|
|
|
reflect the qualifications, skills, experience, and responsibilities of the particular executive officer. |
The Corporations executive compensation consists of a base salary, an annual bonus, and
long-term equity-based incentives in the form of stock options and performance shares. The
Corporations compensation philosophy is to foster entrepreneurship at all levels of the
organization by making long-term equity-based incentives a significant component of executive
compensation.
In determining executive compensation, the Compensation Committee takes into account the
Companys financial and operating performance as compared with the industry mean and the individual
performance of the Companys executives as compared to the Compensation Committees expectations of
performance for top-level executives in general. The Compensation Committee has in the past
retained an outside compensation consultant to provide advice and assistance on the Companys
compensation policies and to provide the Compensation Committee with information on compensation
surveys. In addition, the Compensation Committee receives evaluations from the appropriate levels
of management concerning the performance of those executives included in the reporting
responsibilities for such management level.
Base Salary
In establishing the base salaries for executive officers, the Compensation Committee examines
competitive peer group surveys and data in order to determine whether the base pay, together with
total compensation, is competitive with compensation offered by other companies in the oil and gas
industry which are similar in terms of the complexity of their operations and which offer the most
direct competition. In addition to the use of this competitive data, base salaries are determined
based upon consideration of each particular executives performance, responsibilities,
qualifications, experience and skills. Adjustments to base salary are only made after
consideration of the impact to the executives entire package. In 2005, base salaries increased for
certain executive officers in order to make salaries more competitive in the industry.
9
Bonus
In 2005, the Company adopted an Incentive Compensation Plan (the Incentive Plan). The
Incentive Plan is designed to encourage the achievement of goals determined at the beginning of
each annual performance period, which goals are designed to increase shareholder value. Under the
Incentive Plan, the Compensation Committee annually establishes a target incentive pool based on
current and budgeted employees and their aggregate target incentive awards. The funding of the pool
is based on corporate performance measures such as net income, cash flow, and production. The
Compensation Committee may adjust the initial incentive pool by 20% to reflect their overall
assessment of Company results.
Each participant in the Incentive Plan is assigned threshold, target, and maximum award levels
that are expressed as a percentage of his or her base salary. If the actual level achieved for a
specified corporate performance objective is not at least equal to the predetermined threshold
level, then the proportionate amount of the award represented by that performance measure will not
be paid. The remaining portion of each award is discretionary based on a subjective evaluation of
the executives individual performance by the Compensation Committee. There is no maximum
incentive award amount that may be recommended for any individual and the Committee may issue
special awards above the maximum percentage based upon an executives performance during the year
or other factors. The total of all individual incentive awards, however, may not exceed the funded
and approved incentive pool. Awards under the Incentive Plan are payable in cash, provided that if
an individuals award is in excess of two times his or her target award level, the Corporation
reserves the right to pay the excess amount in common stock.
For 2005, the annual incentive awards were made based on 2005 performance measures and
executive bonus percentages approved by the Compensation Committee in January 2005 (other than Mr.
Picquet and Mr. Smith who joined the Company in August and July 2005, respectively). If the
threshold performance objectives were attained, the incentive award opportunities ranged from 19%
to 38% of base salary for the Named Executive Officers. If the target performance objectives were
attained, the incentive award opportunities for the Named Executive Officers ranged from 63% to
125% of base salary. If the maximum performance objectives were attained, the incentive award
opportunities ranged from 94% to 188% of base salary for Named Executive Officers. The performance
goals were based on: (1) net income, (2) cash flow from operations, and (3) production. Because
these factors were weighted approximately equal, a proportionate award would be earned for each
performance goal that was met at the pre-established levels. In 2005, the net income, cash flow
from operations and production of the Corporation surpassed the maximum performance objectives. The
bonus paid to Mr. Smith was awarded in connection with his initial employment with the Corporation.
For 2006, Mr. Smith will be eligible for bonuses under the Incentive Plan.
Long-Term Compensation
The Corporation currently maintains three common stock-based incentive plans for its executive
officers and employees: the 2005 Stock Incentive Plan, the 2000 Stock Incentive Plan and the 1998
Stock Option Plan (collectively, the Stock Plans). The Corporations executive officers are
eligible to participate in the Stock Plans. Under the Stock Plans, the Compensation Committee may
grant options to purchase common stock of the Corporation and award shares of restricted stock,
restricted stock units, performance shares and stock appreciation rights, each in such amounts as
determined by the Compensation Committee. The Compensation Committee believes that stock options
and other equity-based compensation align the interests of executives with those of the
Corporations shareholders because the value of such compensation is directly related to
appreciation of the Corporations stock price.
All stock options granted in 2005 have an exercise price based on the fair market value (as
defined in the applicable Stock Plan) of the Corporations common stock on the date of grant, have
terms of 10 years and were all fully vested as of December 31, 2005. The stock options are
forfeited upon termination of employment (other than in connection with a change of control of the
Corporation) if not previously vested.
Long-Term Incentive Plan. Also in 2005, the Corporation adopted a Long-Term Incentive Plan
(LTI Plan) in order to further align the interests of key employees with shareholders and give
key employees the opportunity to share in the long-term performance of the Corporation by achieving
specific corporate financial and operational goals. Under the LTI Plan, the Compensation Committee
establishes certain performance measures at the beginning of each three-year overlapping
performance
10
period. Performance measures may vary for performance periods. In the event of a change of
control of the Corporation, all outstanding awards are paid at target levels in cash.
Each participant in the LTI Plan is assigned threshold, target and maximum award levels that
are expressed as a percentage of his or her base salary. Selected officers, managers and other key
employees are eligible to participate in the LTI Plan. Participants are recommended by the CEO and
approved by the Compensation Committee and are assigned to a specific eligibility level. For
executive officers, (i) if threshold performance objectives are attained, the incentive award
opportunities range from 19% to 38%; (ii) if target performance objectives are attained, the
incentive award opportunities range from 63% to 125%; and (iii) if maximum performance objectives
are attained, the incentive award opportunities range from 94% to 188%. The threshold award level
is not the minimum award, but is the award at the threshold performance level. Awards are
expressed as dollar targets and become payable in common shares issued under the Stock Plans at the
end of each three-year performance period based on the overall performance of the Corporation
during such period. A new three-year period begins each January, beginning January 1, 2005.
Participants must be employed by the Corporation at the end of a performance period in order to
receive an award. Employees joining the Corporation after January 1, 2005 will participate on a
pro rata basis based on their length of employment during the performance period.
For the first performance period (January 2005 December 2007), the Compensation Committee
has established the following performance measures: return on equity, reserve replacement ratio,
and production growth. At the discretion of the Compensation Committee, additional metrics may be
added to individual participants.
Best in Class. In 2005, the Company also established a Best in Class program for all
employees of the Corporation, including executive officers. The purpose of the program is to
recognize and financially reward the collective efforts of all the Corporations employees in
achieving sustained industry leading performance and the enhancement of shareholder value.
Under the Best in Class program, on January 1, 2005 or the employment date if subsequent to
January 1, 2005, all employees of the Corporation, including the Named Executive Officers, received
a contingent award of stock units equal to $50,000 worth of the Corporations common stock based on
the high and low average share price on the date of grant. Employees joining the Corporation after
January 1, 2005 will participate on a pro rata basis based on their length of employment during the
performance period. The number of units that will vest and become payable is based on the
Corporations performance relative to the industry during a three-year performance period beginning
January 1, 2005 and ending December 31, 2007 and are set at threshold (50%), target (100%) and
maximum (150%) levels. For each vested unit, the participant will receive one share of common
stock.
The emphasis of this plan is to recognize and reward the Corporations employees for
performance that is recognized in the industry as clearly outstanding. Performance metrics will be
developed and measured by an accepted third party research organization. The total vested award
will be the sum of the vesting percentage for each metric. The maximum units that may be vested is
150% of the original award. Performance results will be determined after the end of the performance
period and publication of the applicable industry reports. A participant must be employed when
payments are made in order to receive an award. Employees joining the Corporation after January 1,
2005 will participate on a pro rata basis based on their length of employment during the
performance period.
In determining the awards granted to executives in 2005 under the Stock Plans, the
Compensation Committee considered a number of factors, including previous grants under the Stock
Plans and long-term incentive plans as well as the executives participation in the Companys
Incentive Plan, LTI Plan and Best in Class program. In addition, the awards in 2005 were based upon
an analysis of the value of long-term incentive plan awards made by the Corporations competitive
peer group. The Compensation Committee also evaluated the performance of the Corporation, the
performance and responsibility of the particular executive, and the desirability of providing a
particular executive with an adequate incentive to remain with the Corporation. In addition,
options were granted to Messrs. Smith and Picquet in connection with their initial employment with
the Corporation.
Compensation of Chief Executive Officer
The compensation levels for the components of Mr. Watfords compensation during 2005 were
established by the Compensation Committee in the manner described above for each of the components
of executive compensation. In addition to the
11
factors described above, the Compensation Committee also took into consideration Mr. Watfords
substantial experience and standing in the industry in determining his base salary and other
components of compensation.
For 2005, Mr. Watfords base salary was $425,000, as established in the Employment Agreement.
Under the Incentive Plan, Mr. Watfords maximum bonus attainable was set at 188% of base salary. A
portion of the award is based on the achievement of predetermined organizational performance
objectives and a portion is discretionary based on a subjective evaluation of Mr. Watfords
performance by the Compensation Committee, which may be influenced by the performance of individual
business segments. Based on the Companys attainment of the performance measures in 2005, plus the
discretionary component awarded, Mr. Watford received a bonus of $1,000,000.
During 2005, Mr. Watford received a grant of 100,000 stock options, all upon the same general
terms and conditions approved by the Compensation Committee for all management level employees. As
additional long-term compensation, Mr. Watford is a participant in the 2005 LTI Plan. He is also a
participant in the Best in Class program on the same basis as other eligible employees. If the
Corporation does not achieve the performance goals under the LTI Plan and the Best in Class
program, Mr. Watford will not receive any compensation under these plans.
|
|
|
|
|
Dr. W. Charles Helton |
|
|
Mr. Robert E. Rigney |
|
|
Mr. James E. Nielson |
12
Performance Graph
The following graph compares the yearly percentage change in the Corporations cumulative
total shareholder return on its common shares with the cumulative total return of the S&Ps
Composite 500 Index and the AMEX Composite Index. For this purpose, the yearly percentage change in
the Corporations cumulative total shareholder return is calculated by dividing (a) the sum of the
dividends paid during the measurement period, and the difference between the price for the
Corporations shares at the end and the beginning of the measurement period, by (b) the price for
the Corporations common shares at the beginning of the measurement period. Measurement period
means the period beginning at the market close on the last trading day before the beginning of the
Corporations fifth preceding fiscal year, through and including the end of the Corporations most
recently completed fiscal year. The Corporation first became listed on the American Stock Exchange
(the AMEX) on January 17, 2001; therefore, the Corporations graph reflects the four preceding
fiscal years through and a partial year for 2001 this includes the end of the Corporations most
recently completed fiscal year. The graph gives effect to the two-for-one stock split effective May
10, 2005 applied retroactively.
13
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), requires
the Corporations directors and executive officers, and persons who own more than ten percent of a
registered class of the Corporations equity securities, to file with the Commission and any
exchange or other system on which such securities are traded or quoted, initial reports of
ownership and reports of changes in ownership of common shares and other equity securities of the
Corporation.
To the Corporations knowledge, based solely on a review of the copies of such section 16(a)
reports furnished to the Corporation and written representations that no other reports were
required, the Corporation believes that all reporting obligations of the Corporations officers,
directors and greater than ten percent shareholders under Section 16(a) were satisfied during the
year ended December 31, 2005.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth, as of April 11, 2006, certain information with respect to
ownership of the Corporations common shares as to (a) all persons known to the Corporation to be
the beneficial owners of more than five percent of the Corporations outstanding common shares, (b)
each director, (c) each of the executive officers named in the Summary Compensation Table, and (d)
all executive officers and directors of the Corporation as a group. Unless otherwise indicated, all
common shares are owned directly and each owner has sole voting and investment power with respect
to such shares listed next to their names in the following table.
The information as to shares beneficially owned has been obtained from filings made by the
named beneficial owners with the Commission as of April 11, 2006, or, in the case of executive
officers and directors of the Corporation has been furnished by such individuals.
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Percent of |
Name of Beneficial Owner |
|
Common Shares |
|
Class (a) |
Directors and Executive Officers: |
|
|
|
|
|
|
|
|
Michael D. Watford (b) |
|
|
6,333,159 |
|
|
|
4.1 |
% |
W. Charles Helton (c) |
|
|
1,578,715 |
|
|
|
1.0 |
% |
James E. Nielson (d) |
|
|
387,207 |
|
|
|
* |
|
Robert E. Rigney (e) |
|
|
1,715,535 |
|
|
|
1.1 |
% |
James C. Roe (f) |
|
|
563,567 |
|
|
|
* |
|
Stephen R. Kneller (g) |
|
|
774,574 |
|
|
|
* |
|
George M. Patterson (h) |
|
|
386,000 |
|
|
|
* |
|
William R. Picquet (i) |
|
|
251,000 |
|
|
|
* |
|
Marshall D. Smith(j) |
|
|
225,000 |
|
|
|
* |
|
Common shares all directors and executive officers own as a group (9 persons) (k) |
|
|
12,214,757 |
|
|
|
7.9 |
% |
Morgan Stanley (l)
1585 Broadway
New York, NY 10036 |
|
|
15,848,433 |
|
|
|
10.2 |
% |
|
|
|
* |
|
Less than 1% |
|
(a) |
|
As of April 11, 2006 there were 155,364,264 common shares outstanding. |
|
(b) |
|
Includes 100,000 common shares issuable upon exercise of
vested options; 4,355,312 common
shares issuable upon exercise of vested options owned by Watford Interests Ltd.; and
1,683,462 shares owned by Watford Interests, Ltd. directly. Watford Interests Ltd. is a
family partnership in which Mr. Watford has a beneficial interest. |
|
(c) |
|
Includes 160,000 common shares issuable upon exercise of vested options and 68,000 shares
owned by the Helton Family Foundation in which Dr. Helton has shared voting power. |
|
(d) |
|
Includes 40,000 common shares issuable upon exercise of vested options. |
|
(e) |
|
Includes 360,000 common shares issuable upon exercise of vested options. |
14
|
|
|
(f) |
|
Includes 140,000 common shares issuable upon exercise of vested options. |
|
(g) |
|
Includes 710,000 common shares issuable upon exercise of vested options. |
|
(h) |
|
Includes 70,000 common shares issuable upon exercise of vested options. |
|
(i) |
|
Includes 250,000 common shares issuable upon exercise of vested options. |
|
(j) |
|
Includes 225,000 common shares issuable upon exercise of vested options. |
|
(k) |
|
Includes 6,410,312 common shares issuable upon exercise of vested options. |
|
(l) |
|
Information is based upon a Schedule 13G filed with the Commission on February 15, 2006
by Morgan Stanley as a parent company. Morgan Stanley represents that it has sole voting and
dispositive power over 15,690,061 shares of Ultra common stock and shared voting and
dispositive power over 11,586 shares of Ultra common stock. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES.
The Audit Committee of the Board of Directors selected KPMG LLP as the independent registered
public accounting firm of the Company for 2005.
Audit Fees Paid to Independent Auditors. Fees paid for professional services rendered related
to the audit of the Corporations annual financial statements and review of the quarterly financial
statements by KPMG LLP including out-of-pocket expenses, were
$238,395 in 2004 and $906,176 in
2005.
Audit-related Fees. There were no audit-related fees paid in 2004 or 2005.
Tax Fees. Tax Fees are for services rendered by Grant Thorton LLP related to advice and tax
planning. The Company has elected not to use its current principal accountant for tax services.
Fees paid to Grant Thorton LLP for tax related services were $62,500 in 2004 and $135,207 in 2005.
All Other Fees. There were no other fees paid to KPMG LLP or Grant Thorton LLP in 2004 or
2005.
All of the services provided by the Corporations independent auditors during 2004 and 2005
were pre-approved by the Audit Committee. The Audit Committee has adopted a policy that requires
advance approval of all audit, audit-related, tax, and other services performed by the Companys
independent registered public accounting firm. The policy provides for pre-approval by the Audit
Committee of specifically defined audit and permitted non-audit services. Unless the specific
service has been previously pre-approved with respect to that year, the Audit Committee must
approve the permitted service before the Companys independent registered public accounting firm is
engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee
authority to approve permitted services provided that the Chair reports any decisions to the
Committee at its next scheduled meeting. The Audit Committee, after review and discussion with KPMG
LLP of the Companys pre-approval policies and procedures, determined that the provision of these
services in accordance with such policies and procedures was compatible with maintaining KPMG LLPs
independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
(a) |
|
The following documents are filed as part of this report: |
|
3.3* |
|
Articles of Amendment to Articles of Incorporation. |
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
15
|
32.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
32.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
|
|
|
ULTRA PETROLEUM CORP. |
|
|
Date: April 24, 2006 |
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael D. Watford |
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael D. Watford |
|
|
|
|
|
|
Chairman of the Board, President |
|
|
|
|
|
|
and Chief Executive Officer |
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
/s/ Michael D. Watford |
|
Chairman of the Board, Chief |
|
April 24, 2006 |
|
|
|
|
|
Michael D. Watford |
|
Executive Officer, and President |
|
|
|
|
(principal executive officer) |
|
|
|
|
|
|
|
/s/ Marshall D. Smith |
|
Chief Financial Officer |
|
April 24, 2006 |
|
|
|
|
|
Marshall D. Smith |
|
(principal financial officer) |
|
|
|
|
|
|
|
/s/ Kristen J. Marron |
|
Financial Reporting Manager |
|
April 24, 2006 |
|
|
|
|
|
Kristen J. Marron |
|
(principal accounting officer) |
|
|
|
|
|
|
|
/s/ W. Charles Helton |
|
Director |
|
April 24, 2006 |
|
|
|
|
|
W. Charles Helton |
|
|
|
|
|
|
|
|
|
/s/ James E. Nielson |
|
Director |
|
April 24, 2006 |
|
|
|
|
|
James E. Nielson |
|
|
|
|
|
|
|
|
|
/s/ Robert E. Rigney |
|
Director |
|
April 24, 2006 |
|
|
|
|
|
Robert E. Rigney |
|
|
|
|
|
|
|
|
|
/s/ James C. Roe |
|
Director |
|
April 24, 2006 |
|
|
|
|
|
James C. Roe |
|
|
|
|
17
3.3* |
|
Articles of Amendment to Articles of Incorporation. |
|
31.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
32.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
18