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 13,
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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(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.
As
previously reported, on November 18, 2008, Stratus Properties Inc. (the
“Company”) received a letter from The NASDAQ Stock Market (“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.” 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 file
its annual report on Form 10-K for the year ended December 31, 2008 (the “Form
10-K”) by the March 16, 2009 filing deadline and will therefore be in material
non-compliance with NASDAQ Marketplace Rule 4310(c)(14). The Company is
preparing the Form 10-K with the intention of filing it as soon as
practicable.
Item 8.01
Other
Events.
On March
16, 2009, the Company filed a Form 12b-25 with the Securities and Exchange
Commission (“SEC”) notifying the SEC that it would not be able to file its Form
10-K by the March 16, 2009 filing deadline. A copy of the Form 12b-25
is included 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: March
16, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
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Stratus
Properties Inc. Form 12b-25 filed with the Securities and Exchange
Commission on March 16, 2009.
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