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): May 15,
2009
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19989
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72-1211572
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||
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(State
or other jurisdiction of incorporation)
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(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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|
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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.
Stratus
Properties Inc. (“Stratus”) is working diligently to complete the preparation of
its annual report on Form 10-K for the year ended December 31, 2008 (the “2008
Form 10-K”) and its quarterly report on Form 10-Q for the quarter ended March
31, 2009 (the “first-quarter 2009 Form 10-Q”). On May 15, 2009,
Stratus received a letter from the National Association of Securities Dealers
Automated Quotations (“NASDAQ”) advising Stratus that it is currently not in
compliance with the continued listing requirements set forth in NASDAQ
Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports
with the Securities and Exchange Commission (the “SEC”) for continued listing of
Stratus’ common stock, and as a result, Stratus’ common stock is subject to
delisting (the “NASDAQ Staff Determination Letter”). The NASDAQ Staff
Determination Letter cites Stratus’ failure to file its 2008 Form 10-K by the
May 14, 2009 extended filing deadline as a reason for the delisting
determination. The letter also cites Stratus’ failure to timely file
its First-Quarter 2009 Form 10-Q by the May 11, 2009 filing deadline as an
additional basis for delisting.
Stratus
intends to request a hearing before a NASDAQ Hearings Panel (the “Panel”) no
later than May 22, 2009 in accordance with NASDAQ Marketplace Rule 5800 Series
to seek an exception period in which to complete its filings and thereby regain
compliance with the listing standard. Stratus’ request for a hearing
will automatically suspend the delisting of its common stock for 15 calendar
days from the deadline to request a hearing, or until June 8, 2009; however,
Stratus also intends to request a further stay on the delisting of its common
stock pending the Panel’s decision. Hearings are typically held
within 30 to 45 calendar days from the request.
As
previously reported in Stratus’ Form 12b-25 filed with the SEC on May 12, 2009,
following its third quarter ended September 30, 2008, Stratus determined that
the manner in which it had previously accounted for certain interest costs was
not in accordance with Statement of Financial Accounting Standards No. 34,
“Capitalization of Interest Costs,” which was discussed with its independent
auditors. Stratus had historically excluded interest costs related to
financing of operating properties from interest eligible for capitalization,
resulting in such interest costs being charged to expense. Stratus
recently completed its evaluation of the treatment of prior years’ interest
costs, and the effects on interest expense, cost of sales expense, and the cost
of real estate assets, including an evaluation of the tax implications of the
required changes. Stratus also assessed the materiality of this item on its
previously reported results for the six-month period ended June 30, 2008, and
the years ended December 31, 2007, 2006 and 2005 in accordance with SEC Staff
Accounting Bulletin No. 99 and concluded that the item was not material to such
periods. Additionally, as part of this process, Stratus also assessed
the impact on its internal control over financial reporting and determined that
its controls and procedures were effective as of September 30,
2008. As a result of the completion of the foregoing evaluations and
assessments, Stratus was able to file its quarterly report on Form 10-Q for the
quarter ended September 30, 2008 with the SEC on May 5, 2009.
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: May
21, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated May 21, 2009, titled “Stratus Properties Inc. Announces
Receipt of NASDAQ Delisting Letter and Intended Actions for
Appeal.”
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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
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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. Announces Receipt of NASDAQ Delisting Letter and
Intended
Actions for Appeal
Austin,
Texas, May 21, 2009 – Stratus Properties Inc. (NASDAQ: STRS) announced today
that it is working diligently to complete the preparation of its annual report
on Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”) and its
quarterly report on Form 10-Q for the quarter ended March 31, 2009 (the
“first-quarter 2009 Form 10-Q”). Stratus also announced that on May
15, 2009, Stratus received a letter from the National Association of Securities
Dealers Automated Quotations (“NASDAQ”) advising that Stratus is currently not
in compliance with the continued listing requirements set forth in NASDAQ
Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports
with the Securities and Exchange Commission (the “SEC”) for continued listing of
Stratus’ common stock, and as a result, Stratus’ common stock is subject to
delisting (the “NASDAQ Staff Determination Letter”). The NASDAQ Staff
Determination Letter cites Stratus’ failure to file its 2008 Form 10-K by the
May 14, 2009 extended filing deadline as a reason for the delisting
determination. The letter also cites Stratus’ failure to timely file
its first-quarter 2009 Form 10-Q by the May 11, 2009 filing deadline as an
additional basis for delisting.
Stratus
intends to request a hearing before a NASDAQ Hearings Panel (the “Panel”) no
later than May 22, 2009 in accordance with NASDAQ Marketplace Rule 5800 Series
to seek an exception period in which to complete its filings and thereby regain
compliance with the listing standard. Stratus’ request for a hearing
will automatically suspend the delisting of its common stock for 15 calendar
days from the deadline to request a hearing, or until June 8, 2009; however,
Stratus also intends to request a further stay on the delisting of its common
stock pending the Panel’s decision. Hearings are typically held
within 30 to 45 calendar days from the request.
As
previously reported in Stratus’ Form 12b-25 filed with the SEC on May 12, 2009,
following its third quarter ended September 30, 2008, Stratus determined that
the manner in which it had previously accounted for certain interest costs was
not in accordance with Statement of Financial Accounting Standards No. 34,
“Capitalization of Interest Costs,” which was discussed with its independent
auditors. Stratus had historically excluded interest costs related to
financing of operating properties from interest eligible for capitalization,
resulting in such interest costs being charged to expense. Stratus
recently completed its evaluation of the treatment of prior years’ interest
costs, and the effects on interest expense, cost of sales expense, and the cost
of real estate assets, including an evaluation of the tax implications of the
required changes. Stratus also assessed the materiality of this item on its
previously reported results for the six month period ended June 30, 2008, and
the years ended December 31, 2007, 2006 and 2005 in accordance with SEC Staff
Accounting Bulletin No. 99 and concluded that the item was not material to such
periods. Additionally, as part of this process, Stratus also assessed the impact
on its internal control over financial reporting and determined that its
controls and procedures were effective as of September 30, 2008. As a
result of the completion of the foregoing evaluations and assessments, Stratus
was able to file its quarterly report on Form 10-Q for the quarter ended
September 30, 2008 with the SEC on May 5, 2009.
Stratus
is a diversified real estate company engaged in the acquisition, development,
management, operation 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-K for the fiscal year ended
December 31, 2008 and Stratus’ Form 10-Q for the quarter ended March 31, 2009.
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 2008 Form 10-K and
first-quarter 2009 Form 10-Q, any action taken by NASDAQ or the SEC in response
to the timing or the content of the 2008 Form 10-K and first-quarter 2009 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 and subsequent periodic
reports filed with the SEC.
A copy of
this press release and additional information about Stratus are available on the
Company’s web site at http://www.stratusproperties.com.