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 15, 2008
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
|
DELAWARE
|
001-33503
|
20-8536826
|
|
(State
of incorporation
or
organization)
|
(Commission
file number)
|
(I.R.S.
employer identification number)
|
|
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
|
74136
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
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))
|
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
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 June 30, 2008 (the
“Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) due to
uncertainties surrounding the filing of voluntary petitions by SemGroup, L.P.
(“Parent”) 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 August 15, 2008, the Partnership
notified The NASDAQ Stock Market (“NASDAQ”) that it had not timely filed the
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 August 19, 2008, the
Partnership received a Staff Determination Letter from NASDAQ indicating that,
as a result of not having timely filed the Form 10-Q as required by Marketplace
Rule 4310(c)(14), the Partnership’s common units representing limited partner
interests (the “Common Units”) would be delisted from NASDAQ at the opening of
business on August 28, 2008 unless the Partnership requests a hearing in
accordance with the NASDAQ Marketplace Rule 4800 Series.
NASDAQ rules permit a company that has
received a delisting notification to request a hearing with a NASDAQ Listing
Qualifications Panel to appeal the staff’s determination to delist its
securities. The Partnership intends to request such a hearing. 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 Form 10-Q as soon as is reasonably
practicable after such evaluation has been completed.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
99.1
|
—
|
Press
release dated August 20, 2008.
|
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
20,
2008 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Accounting Officer
INDEX
TO EXHIBITS
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
99.1
|
—
|
Press
release dated August 20, 2008.
|