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 15,
2009
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
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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 8.01
Other
Events.
On July
15, 2009, Stratus issued a press release announcing the Company’s filing with
the Securities and Exchange Commission of its Form 10-Q for the quarterly period
ended March 31, 2009. 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/
Erin D. Pickens
----------------------------------------
Erin D.
Pickens
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: July
15, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Press
Release dated July 15, 2009, titled “Stratus Properties Inc. files Form
10-Q for the quarterly period ended March 31,
2009.”
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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. FILES
FORM
10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
AUSTIN,
TX, July 15, 2009 – Stratus Properties Inc. (NASDAQ: STRS) announced today that
on July 15, 2009, the Company filed its Form 10-Q for the quarterly period ended
March 31, 2009, (the First-Quarter 2009 Form 10-Q) with the Securities and
Exchange Commission (SEC).
Stratus
reported a net loss of $1.7 million, $0.23 per share, for the first quarter of
2009, compared to a net loss of $0.2 million, $0.02 per share, for the first
quarter of 2008.
In
connection with reporting its financial results for the year ended December 31,
2008, Stratus reviewed its accounting for capitalization of property taxes and
determined that the manner in which it had previously accounted for certain
property taxes was not in accordance with Statement of Financial Accounting
Standards (SFAS) No. 67, “Accounting for Costs and Initial Rental Operations of
Real Estate Projects.” Following completion of an analysis to quantify the
effect of this matter, as well as the matters discussed in Stratus’ Form 10-Q
for the quarterly period ended September 30, 2008 related to Stratus’ accounting
for capitalization of interest and its equity in unconsolidated affiliate’s
income, Stratus has revised previously reported comparative amounts included in
its First-Quarter 2009 Form 10-Q to correct for the effect of these
items. The after-tax effect of the adjustments decreased Stratus’ net
income by $0.2 million, $0.03 per share, for the three months ended March 31,
2008.
On
May 15, 2009, Stratus received a Staff Determination letter from The NASDAQ
Stock Market, Inc. (NASDAQ) stating that, in accordance with NASDAQ Marketplace
Rule 5250(c)(1), Stratus’ common stock is subject to delisting for failure to
file its annual report on Form 10-K for the year ended December 31, 2008 (the
2008 Form 10-K), by the May 14, 2009 deadline previously granted by the NASDAQ
Listing Qualifications Staff and for failure to timely file its First-Quarter
2009 Form 10-Q by the May 11, 2009 SEC filing deadline. On May 22,
2009, Stratus requested a hearing to appeal NASDAQ’s Staff Determination and
also requested a further stay on the delisting of its securities, both of which
were granted. Stratus was subsequently notified by NASDAQ that the
delisting action was stayed pending a hearing before the NASDAQ Listing
Qualifications Hearings Panel (the Panel), which was held on June 25,
2009. One day prior to the hearing, on June 24, 2009, Stratus filed
its 2008 Form 10-K with the SEC.
On July
8, 2009, Stratus received a letter from NASDAQ advising Stratus that the Panel
had granted Stratus’ request for continued listing on NASDAQ subject to certain
conditions. The terms of the Panel’s decision include a condition
that Stratus file its First-Quarter 2009 Form 10-Q by July 24,
2009. With the filing of the First-Quarter 2009 Form 10-Q today,
Stratus believes it has complied with the terms of the Panel’s decision and has
regained compliance with the continued listing requirements set forth in NASDAQ
Marketplace Rule 5250(c)(1). Stratus is awaiting such an
acknowledgement from NASDAQ.
For
additional information regarding Stratus’ first-quarter 2009 results and an
update of Stratus’ development activities, refer to Stratus’ First-Quarter 2009
Form 10-Q, which was filed today with the SEC.
Stratus
is a diversified real estate company engaged in the acquisition, development,
management, operation and sale of commercial, multi-family and residential real
estate located primarily in the Austin, Texas area.
____________________________
A copy of
this release is available on Stratus’ web site,
www.stratusproperties.com.
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