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): July 8,
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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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 July
8, 2009, Stratus Properties Inc. (“Stratus”) received a letter from The NASDAQ
Stock Market, Inc. advising Stratus that the NASDAQ Listing Qualifications
Hearings Panel (the “Panel”) has granted Stratus’ request for continued listing
on The NASDAQ Stock Market. The terms of the Panel’s decision include
a condition that Stratus file its quarterly report on Form 10-Q for the quarter
ended March 31, 2009 (the “First Quarter 2009 Form 10-Q”) by July 24,
2009. Upon the filing of the First Quarter 2009 Form 10-Q on or
before July 24, 2009, Stratus will regain 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. Stratus is working diligently to complete the preparation
of the First Quarter 2009 Form 10-Q and expects to file the First Quarter 2009
Form 10-Q no later than July 24, 2009. In the event Stratus is unable
to do so, Stratus’ common stock may be delisted from NASDAQ.
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/
Erin D. Pickens
----------------------------------------
Erin D.
Pickens
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: July
10, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated July 10, 2009, titled “Stratus Properties Inc. Announces
Receipt of NASDAQ Letter Granting Continued
Listing.”
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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 NASDAQ Letter
Granting
Continued Listing
Austin,
Texas, July 10, 2009 – Stratus Properties Inc. (NASDAQ: STRS) announced today
that on July 8, 2009, Stratus received a letter from The NASDAQ Stock Market,
Inc. advising Stratus that the NASDAQ Listing Qualifications Hearings Panel (the
“Panel”) has granted Stratus’ request for continued listing on The NASDAQ Stock
Market. The terms of the Panel’s decision include a condition that
Stratus file its quarterly report on Form 10-Q for the quarter ended March 31,
2009 (the “First Quarter 2009 Form 10-Q”) by July 24, 2009. Upon the
filing of the First Quarter 2009 Form 10-Q on or before July 24, 2009, Stratus
will regain 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. Stratus is
working diligently to complete the preparation of the First Quarter 2009 Form
10-Q and expects to file the First Quarter 2009 Form 10-Q no later than July 24,
2009. In the event Stratus is unable to do so, Stratus’ common stock
may be delisted from NASDAQ.
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-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 First Quarter 2009
Form 10-Q, any action taken by NASDAQ or the SEC in response to the timing or
the content of the 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, 2008 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.