form8-k.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): August 7, 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 discussed in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 21, 2008, the
board of directors (the “Board”) of SemGroup Energy Partners G.P., L.L.C. (the
“General Partner”), the general partner of SemGroup Energy Partners, L.P. (the
“Partnership”), was reconstituted in connection with a change in control of the
voting power of the membership interests in the General Partner on July 18,
2008. As a result of the reconstitution of the Board, there are only
two independent directors serving as members of the audit committee of the Board
(the “Audit Committee”).
On August 7, 2008, the Partnership
received a Nasdaq Staff Deficiency Letter stating that the reconstitution of the
Board had caused the Partnership to fail to satisfy Marketplace Rule 4350(d) of
The Nasdaq Stock Market (“Nasdaq”), which requires that the Audit Committee be
composed of at least three independent directors. In accordance with
Marketplace Rule 4350(d)(4), Nasdaq has provided the Partnership a cure period
to regain compliance until the earlier of the Partnership’s next annual
unitholders’ meeting or July 18, 2009; or if the next annual unitholders’
meeting is held before January 14, 2009, then the Partnership must evidence
compliance no later than January 14, 2009. If the Partnership does not regain
compliance within this period, Nasdaq may provide written notification that the
Partnership’s securities will be delisted. Upon receipt of any such delisting
notification, the Partnership may appeal the delisting to Nasdaq’s Listings
Qualifications Panel.
Item
7.01. Regulation
FD Disclosure.
On August 8, 2008, the Partnership
issued a press release relating to its receipt of the Nasdaq Staff Deficiency
Letter discussed in Item 3.01. A copy of the press release is
furnished as an exhibit to this Current Report.
In accordance with General Instruction
B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached
exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for
purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”).
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
In accordance with General Instruction
B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is
deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
the Exchange Act.
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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 August 8, 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: August
8,
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 August 8, 2008.
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