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 27, 2008
CROSSTEX ENERGY, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-50067
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16-1616605 |
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(State or Other
Jurisdiction of
Incorporation or
Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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2501 CEDAR SPRINGS
DALLAS, TEXAS
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75201 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 953-9500
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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. |
On August 27, 2008, Crosstex Energy, L.P. (the “Partnership”) received a Nasdaq Staff
Deficiency Letter indicating that the Partnership no longer complies with the audit committee
composition requirements as set forth in Marketplace Rule 4350(d) of The Nasdaq Stock Market
(“Nasdaq”), which requires the general partner of the general partner of the Partnership to have an
audit committee composed of at least three independent directors. As of August 13, 2008, the audit
committee of Crosstex Energy GP, LLC, the general partner of Crosstex Energy GP, L.P., the general
partner of the Partnership, consisted of only two independent members. 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 August 13, 2009; or if
the next annual unitholders’ meeting is held before February 9, 2009, then the Partnership must
evidence compliance no later than February 9, 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.
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| Item 7.01. |
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Regulation FD Disclosure. |
On August 29, 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. |
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the
attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for purposes of
Section 18 of the Exchange Act.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
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99.1
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Press Release dated August 29, 2008. |
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