form8k.htm
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): November 17, 2008
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
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001-33503
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20-8536826
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(State
of incorporation
or
organization)
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(Commission
file number)
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(I.R.S.
employer identification number)
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Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
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74136
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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: (918) 524-5500
(Former
name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
[
] 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))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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As previously disclosed, SemGroup
Energy Partners, L.P. (the “Partnership”) was unable to timely file its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008
(the “Third Quarter Form 10-Q”) with the Securities and Exchange Commission (the
“SEC”) due to uncertainties surrounding the filing of voluntary petitions by
SemGroup, L.P. and certain of its subsidiaries for reorganization under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the District
of Delaware on July 22, 2008 (the “Bankruptcy Filings”).
On November 17, 2008, the Partnership
notified The NASDAQ Stock Market (“NASDAQ”) that it had not timely filed the
Third Quarter Form 10-Q and, therefore, the Partnership was not in compliance
with NASDAQ’s filing requirements set forth in NASDAQ’s Marketplace Rule
4310(c)(14). Marketplace Rule 4310(c)(14) requires the Partnership to
make, on a timely basis, all filings with the SEC as required by the Securities
Exchange Act of 1934, as amended. Consequently, on November 18, 2008, the
Partnership received an Additional Staff Determination Letter from NASDAQ
indicating that the failure to timely file the Third Quarter Form 10-Q serves as
an additional basis for delisting the Partnership’s common units representing
limited partner interests (the “Common Units”) from NASDAQ.
As previously disclosed, the
Partnership received a similar NASDAQ Staff Determination Letter on August 19,
2008 in connection with the Partnership’s inability to timely file its Quarterly
Report on Form 10-Q for the period ended June 30, 2008 (the “Second Quarter Form
10-Q”). The Partnership appealed that Staff Determination and
attended a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”)
on October 16, 2008 during which the Partnership requested that the Panel grant
additional time to regain compliance with NASDAQ’s filing
requirement. There can be no assurance that the Panel will grant the
Partnership’s request for continued listing. Pending a decision by
the Panel, the Partnership’s Common Units will remain listed on
NASDAQ.
The Partnership’s management and the
board of directors of its general partner are currently evaluating the impact of
the Bankruptcy Filings and certain related matters on the financial statements.
The Partnership expects to file the Second Quarter Form 10-Q and the Third
Quarter Form 10-Q as soon as is reasonably practicable after such evaluation has
been completed.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Press
release dated November 20,
2008.
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SIGNATURES
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.
SEMGROUP ENERGY PARTNERS,
L.P.
By: SemGroup Energy
Partners G.P., L.L.C.
its
General Partner
Date: November
20,
2008 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Accounting Officer
INDEX
TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Press
release dated November 20, 2008.
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