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): November 18,
2008
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-19989
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72-1211572
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification Number)
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98
San Jacinto Blvd., Suite 220
|
|
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Austin,
Texas
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78701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
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))
Item
3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On
November 18, 2008, Stratus Properties Inc. (“Stratus”) received a letter, as
anticipated, from The NASDAQ Stock Market advising that Stratus is currently not
in compliance with the continued listing requirements set forth in NASDAQ
Marketplace Rule 4310(c)(14) because Stratus did not timely file its quarterly
report on Form 10-Q for the quarter ended September 30, 2008 (the “Form 10-Q”).
The NASDAQ letter advised that Stratus has 60 calendar days to submit a plan to
regain compliance. Following review of such plan, NASDAQ staff can grant Stratus
an exception, up to 180 calendar days from the due date of the Form 10-Q, or May
14, 2009, to regain compliance. The NASDAQ letter further advised Stratus that
it will be placed on a list of non-compliant NASDAQ companies within two
business days of November 18, 2008.
As
previously reported, Stratus determined that the manner in which it had
previously accounted for certain interest costs is not in accordance with
Statement of Financial Accounting Standards No. 34, “Capitalization of Interest
Costs.” Stratus further reported that it was possible that a
restatement of prior period financial statements might be
required. The evaluation of this matter is not yet complete; however,
Stratus believes the impact would be reduced net interest expense during the
periods of capitalization, an increase in cost of sales as affected real estate
has been sold and a net increase in real estate assets and retained earnings as
of September 30, 2008. Stratus’ cash position at September 30, 2008 is not
affected.
Stratus
is working diligently to complete the preparation of the Form 10-Q and intends
to timely submit a plan to regain compliance to NASDAQ. Upon Stratus’ filing of
its Form 10-Q, Stratus will again be in compliance with NASDAQ Marketplace Rule
4310(c)(14).
A copy of
the press release relating to this announcement is attached as Exhibit
99.1.
Item 9.01
Financial Statements
and Exhibits.
(d)
Exhibit.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
SIGNATURE
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.
Stratus
Properties Inc.
By: /s/
John E. Baker
----------------------------------------
John E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: November
20, 2008
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated November 20, 2008, titled “Stratus Properties Inc. Receives
Letter from NASDAQ Regarding its Third-Quarter 2008 Form 10-Q
Filing.”
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NEWS
RELEASE
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|
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NASDAQ
Symbol: “STRS”
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|
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Stratus
Properties Inc.
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Financial
and Media Contact:
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98
San Jacinto Blvd. Suite 220
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William
H. Armstrong III
|
|
Austin,
Texas 78701
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(512)
478-5788
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Stratus
Properties Inc. Receives Letter from NASDAQ Regarding its
Third-Quarter
2008 Form 10-Q Filing
Austin,
Texas, November 20, 2008 – Stratus Properties Inc. (NASDAQ: STRS) announced that
on November 18, 2008, Stratus received a letter, as anticipated, from The NASDAQ
Stock Market advising that Stratus is currently not in compliance with the
continued listing requirements set forth in NASDAQ Marketplace Rule 4310(c)(14)
because Stratus did not timely file its quarterly report on Form 10-Q for the
quarter ended September 30, 2008 (the “Form 10-Q”). The NASDAQ letter advised
that Stratus has 60 calendar days to submit a plan to regain compliance.
Following review of such plan, NASDAQ staff can grant Stratus an exception, up
to 180 calendar days from the due date of the Form 10-Q, or May 14, 2009, to
regain compliance. The NASDAQ letter further advised Stratus that it will be
placed on a list of non-compliant NASDAQ companies within two business days of
November 18, 2008.
As
previously reported, Stratus determined that the manner in which it had
previously accounted for certain interest costs is not in accordance with
Statement of Financial Accounting Standards No. 34, “Capitalization of Interest
Costs.” Stratus further reported that it was possible that a
restatement of prior period financial statements might be
required. The evaluation of this matter is not yet complete; however,
Stratus believes the impact would be reduced net interest expense during the
periods of capitalization, an increase in cost of sales as affected real estate
has been sold and a net increase in real estate assets and retained earnings as
of September 30, 2008. Stratus’ cash position at September 30, 2008 is not
affected.
Stratus
is working diligently to complete the preparation of the Form 10-Q and intends
to timely submit a plan to regain compliance to NASDAQ. Upon Stratus’ filing of
its Form 10-Q, Stratus will again be in compliance with NASDAQ Marketplace Rule
4310(c)(14).
Stratus
is a diversified real estate company engaged in the acquisition, development,
management and sale of commercial, multi-family and residential real estate
properties located primarily in the Austin, Texas area.
____________________________
CAUTIONARY
STATEMENT. This press release contains certain forward-looking
statements, including statements as to returning to compliance with
NASDAQ Marketplace Rules and the timing of filing of Stratus’ Form 10-Q for the
quarter ended September 30, 2008. Any forward-looking statements contained in
this press release are based upon Stratus’ historical performance and its
current plans, estimates and expectations, all of which may change or may not be
achieved. Stratus disclaims any obligation to update the forward-looking
statements in the future. These forward-looking statements are subject to known
and unknown risks and uncertainties that may cause future results or events to
differ materially from those expected, including the timing of the completion of
its Form 10-Q, any action taken by the NASD or the Securities and Exchange
Commission in response to the timing or the content of the Form 10-Q,
uncertainties regarding the future performance of the United States economy and
the real estate markets and other factors affecting the operation of Stratus’
business, including those described in detail in Stratus’ annual report on Form
10-K for the fiscal year ended December 31, 2007, filed with the Securities and
Exchange Commission.
A copy of
this press release is available on Stratus’ web site,
www.stratusproperties.com.