- Current report filing (8-K)
November 23 2009 - 5:28PM
Edgar (US Regulatory)
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 18, 2009
RIO VISTA ENERGY PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50394
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20-0153267
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2121 Rosecrans Ave, Suite 3355
El Segundo, California
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90245
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310) 563-1828
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Not applicable
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
On November 18, 2009, Rio Vista Energy Partners L.P. (Rio Vista) received a letter from the Nasdaq Stock
Market (Nasdaq) staff indicating that since Nasdaq did not receive Rio Vistas Report on Form 10-Q for the
period ended September 30, 2009 (September 2009 Delinquent Filing), the September 2009 Delinquent Filing
would serve as additional basis for delisting Rio Vistas securities from The Nasdaq Capital Market. The
letter also indicated that the September 2009 Delinquent Filing would be shared with the Listing
Qualifications Panel (the Hearing Panel) in connection with Rio Vistas scheduled appearance before the
Hearing Panel to appeal Nasdaqs earlier denial of Rio Vistas plan of compliance and decision to delist
Rio Vista Securities (Appeal). The Appeal before the Hearing Panel was held on November 19, 2009.
Rio Vista previously disclosed in its Current Report on Form 8-K filed on August 17, 2009 that the filing
of its June 30, 2009 Form 10-Q was going to be delayed and that future filings would be subject to
additional contingencies which have yet to be satisfied. Rio Vista did not file its September 30, 2009
Form-10Q. As previously reported, Nasdaq has denied Rio Vistas plan of compliance with respect to Rio
Vistas failure to file the March 31, 2009 Form 10-Q (Initial Delinquent Filing) and Rio Vistas June 30,
2009 Form 10-Q (June 2009 Delinquent Filing). In connection with Rio Vistas request for the Appeal, the
Hearing Panel agreed to grant a stay of delisting until the outcome of the Appeal was determined.
On November 19, 2009, the Appeal was held. The outcome of the Appeal is expected to be determined in the
near future. If Rio Vistas Appeal is successful, Rio Vista expects that the continued stay of delisting
will be contingent on Rio Vistas ability to regain compliance in connection with the Initial Delinquent
Filing, the June 2009 Delinquent Filing and the September Delinquent Filing in accordance with the terms
prescribed by the Hearing Panel. The maximum extension on the stay of delisting that the Hearing Panel can
grant Rio Vista to regain compliance with the Initial Delinquent Filing, the June 2009 Delinquent Filing
and/or the September 2009 Delinquent Filing is until May 10, 2010.
If the Appeal is unsuccessful and/or Rio Vista cannot regain compliance within any of the terms outlined by
the Hearing Panel, Rio Vistas securities will be immediately delisted, whether or not Rio Vista further
appeals the decisions of the Hearing Panel. If Rio Vistas common units are delisted from the NASDAQ
Capital Market, Rio Vista would be required to file all required reports with the Securities and Exchange
Commission and Rio Vista expects that its common units will trade in the Pink Sheets through a market
maker. Delisting by NASDAQ may result in decreased market interest in Rio Vistas common units, investors
and unitholders may experience more difficulty in buying and selling Rio Vista common units, and Rio
Vistas unit price may decline.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Rio Vistas press release of November 23, 2009 announcing that its receipt of the Nasdaq
letter indicating that Rio Vistas failure to file the September 30, 2009 quarterly report would serve as
additional basis for delisting Rio Vista securities from Nasdaq and the delinquent filing would be shared
with the Listing Qualifications Panel in connection with Rio Vistas appeal of Nasdaqs decision to delist
Rio Vista securities from the Nasdaq Capital Market.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Rio Vista Energy Partners L.P.
By:
/s/ Ian T. Bothwell
Name: Ian T. Bothwell
Title: Acting Chief Executive Officer,
Acting President, Vice President,
Chief Financial Officer, Treasurer and
Assistant Secretary (Principal Executive,
Financial and Accounting Officer)
Dated: November 23, 2009
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated November 23, 2009.
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