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): February 18, 2009
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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On
February 18, 2009, SemGroup Energy Partners, L.P. (the “Partnership”) received a
letter from the Hearings Panel (the “Panel”) of The Nasdaq Stock Market, Inc.
(“NASDAQ”) providing the Panel’s decision to delist the Partnership’s common
units from NASDAQ, with trading being suspended effective at the open of trading
on Friday, February 20, 2009. The Partnership issued a press release
reporting NASDAQ’s action on February 18, 2009, and a copy of the press release
is furnished as Exhibit 99.1.
The
Partnership previously disclosed in Current Reports on Form 8-K filed on August
20, 2008, and November 20, 2008, that the Partnership has received notice from
NASDAQ indicating that the Partnership is not in compliance with Marketplace
Rule 4310(c)(14), which requires timely filing of periodic reports with the
Securities and Exchange Commission. As previously disclosed in a Current Report
on Form 8-K filed on November 25, 2008, after a hearing, the Panel issued a
decision granting the Partnership continued listing contingent upon its filing
its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008 and
September 30, 2008 (the “10-Qs”) by February 17, 2009. The
Partnership did not file the 10-Qs by such deadline.
Following
the delisting of the Partnership’s common units from NASDAQ, the Partnership
expects that its common units will be quoted in the “Pink Sheets” beginning on
February 20, 2009.
The
Partnership continues to work to file the 10-Qs in the near
future. The Partnership intends to promptly seek the re-listing of
its common units on NASDAQ as soon as practicable thereafter.
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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 February 18,
2009.
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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: February
18,
2009 By: /s/ Michael J.
Brochetti
Michael J. Brochetti
Chief Financial 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 February 18, 2009.
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