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): March 27,
2009
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-19989
|
72-1211572
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(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
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
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 March
27, 2009, Stratus Properties Inc. (“Stratus” or the “Company”) received a letter
from The NASDAQ Stock Market (“NASDAQ”), as anticipated, 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 annual report on Form 10-K for the year ended December 31, 2008 (“Form
10-K”) by the March 16, 2009 filing deadline.
As
previously reported, on November 18, 2008, Stratus received a letter from NASDAQ
advising that the Company was not in compliance with the continued listing
requirements set forth in NASDAQ Marketplace Rule 4310(c)(14) because the
Company did not timely file its quarterly report on Form 10-Q for the quarter
ended September 30, 2008 (“Form 10-Q”). The Company was not able to
file its Form 10-Q timely because the Company 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 Company subsequently submitted a plan to NASDAQ to
regain compliance with the continued listing requirements. On March
4, 2009, NASDAQ notified the Company that the Company’s compliance plan was
accepted and granted the Company an extension of time until May 14, 2009 to file
its Form 10-Q. On March 13, 2009, the Company notified NASDAQ that because it
continues to evaluate the implications of the required accounting changes, it
would not be able to timely file its Form 10-K.
The
NASDAQ letter advised that Stratus has until April 13, 2009 to submit an updated
plan to regain compliance with NASDAQ’s continued listing requirements.
Following review of the updated plan, NASDAQ staff can grant Stratus an
exception until May 14, 2009, to regain compliance.
The
Company is working diligently to complete the preparation of the Form 10-Q and
the Form 10-K, and intends to timely submit to NASDAQ an update to its
compliance plan. Upon filing the Form 10-Q and the Form 10-K, the Company 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: April
1, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated April 1, 2009, titled “Stratus Properties Inc. Receives
Letter from NASDAQ Regarding its 2008 Form 10-K
Filing.”
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|
NEWS
RELEASE
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NASDAQ
Symbol: “STRS”
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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
|
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 2008 Form 10-K Filing
Austin,
Texas, April 1, 2009 – Stratus Properties Inc. (NASDAQ: STRS) announced today
that on March 27, 2009, the Company received a letter from The NASDAQ Stock
Market (“NASDAQ”), as anticipated, 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 annual
report on Form 10-K for the year ended December 31, 2008 (“Form 10-K”) by the
March 16, 2009 filing deadline.
As
previously reported, on November 18, 2008, Stratus received a letter from NASDAQ
advising that the Company was not in compliance with the continued listing
requirements set forth in NASDAQ Marketplace Rule 4310(c)(14) because the
Company did not timely file its quarterly report on Form 10-Q for the quarter
ended September 30, 2008 (“Form 10-Q”). The Company was not able to
file its Form 10-Q timely because the Company 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 Company subsequently submitted a plan to NASDAQ to
regain compliance with the continued listing requirements. On March
4, 2009, NASDAQ notified the Company that the Company’s compliance plan was
accepted and granted the Company an extension of time until May 14, 2009 to file
its Form 10-Q. On March 13, 2009, the Company notified NASDAQ that because it
continues to evaluate the implications of the required accounting changes, it
would not be able to timely file its Form 10-K.
The
NASDAQ letter advised that Stratus has until April 13, 2009 to submit an updated
plan to regain compliance with NASDAQ’s continued listing requirements.
Following review of the updated plan, NASDAQ staff can grant Stratus an
exception until May 14, 2009, to regain compliance.
The
Company is working diligently to complete the preparation of the Form 10-Q and
the Form 10-K, and intends to timely submit to NASDAQ an update to its
compliance plan. Upon filing the Form 10-Q and the Form 10-K, the Company 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 and Stratus’ Form 10-K for the fiscal year
ended December 31, 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 and
Form 10-K, any action taken by NASDAQ or the Securities and Exchange Commission
in response to the timing or the content of the Form 10-Q and Form 10-K,
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.