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): June 1,
2009
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-19989
|
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 8.01
Other
Events.
On June
3, 2008, Stratus Properties Inc. (the “Company”) issued a press release
announcing its receipt of a letter from NASDAQ granting a further stay on the
delisting proceedings. A copy of the press release relating to this
announcement is attached as Exhibit 99.1 and is incorporated herein by
reference.
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: June
3, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated June 3, 2009, titled “Stratus Properties Inc. Announces
Receipt of Letter from NASDAQ Granting Further Stay of Delisting
Proceedings.”
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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
|
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Austin,
Texas 78701
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(512)
478-5788
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Stratus
Properties Inc. Announces Receipt of Letter from NASDAQ
Granting
Further Stay of Delisting Proceedings
Austin,
Texas, June 3, 2009 – Stratus Properties Inc. (NASDAQ: STRS) announced today
that on June 1, 2009, Stratus received a letter from the NASDAQ Hearings Panel
(the “Panel”) advising the Company that the Panel granted a further stay of the
delisting of Stratus’ common stock, pursuant to NASDAQ Listing Rule
5815(a)(1)(B), pending NASDAQ’s broader review of Stratus’ reasons for its late
periodic filings and plan of compliance at Stratus’ hearing scheduled for June
25, 2009. Stratus is working diligently to complete the preparation
and filing of its annual report on Form 10-K for the year ended December 31,
2008 (“2008 Form 10-K”) and its quarterly report on Form 10-Q for the quarter
ended March 31, 2009 (“first-quarter 2009 Form 10-Q”).
As
previously reported, Stratus is currently not in compliance with the continued
listing requirements set forth in NASDAQ Marketplace Rule 5250(c)(1), which
requires the timely filing of periodic reports with the Securities and Exchange
Commission (SEC) for the continued listing of Stratus’ common stock due to
Stratus’ failure to file its 2008 Form 10-K by the May 14, 2009 extended filing
deadline and Stratus’ failure to timely file its first-quarter 2009 Form 10-Q by
the May 11, 2009 filing deadline. As a result, Stratus’ common stock
is subject to delisting.
On May
22, 2009, Stratus requested a hearing before the Panel 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 automatically suspended the
delisting of its common stock until June 8, 2009; however, Stratus also
requested a further stay on the delisting of its common stock pending the
scheduled hearing, which has been granted.
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’ 2008 Form 10-K and Stratus’ first-quarter
2009 Form 10-Q. 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.