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):
May 1,
2009
The
Stephan Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
of Incorporation)
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1-4436
(Commission
File Number)
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59-0676812
(IRS
Employer Identification No.)
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1850
West McNab Road, Fort Lauderdale, Florida 33309
(Address
of principal executive offices, including zip code)
(954)
971-0600
(Registrant's
telephone number, including area code)
Not
Applicable
(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 4.01. Changes in
Registrant’s Certifying Accountant.
(a)
Previous Independent Accountants
On April
28, 2009, Goldstein Lewin & Co. (“Goldstein”) was dismissed as the principal
independent accountant of The Stephan Co. (the “Company”).
The audit
reports of Goldstein on the financial statements of the Company as of and for
the years ended December 31, 2008 and 2007 did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In
connection with the audits of the financial statements of the Company for each
of the fiscal years ended December 31, 2008 and 2007 and through the date of
this Current Report, there were no disagreements between Goldstein and the
Company on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Goldstein would have caused Goldstein to
make reference to the subject matter of the disagreements in connection with
their report.
The
Company has provided Goldstein a copy of the disclosures under this Item
4.01(a), and has requested Goldstein to furnish a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company. A copy of the letter dated April 29, 2009 furnished
by Goldstein in response to that request is attached as Exhibit 99.2 to this
Form 8-K.
(b) New
Independent Accountants
On April
28, 2009, the Company engaged Crowe Horwath LLP as the Company’s new independent
accountants to audit the Company’s consolidated financial statements for the
fiscal year ending December 31, 2009. The Audit Committee of the Company’s
Board of Directors approved the Company’s engagement of Crowe Horwath
LLP.
During
the fiscal years ended December 31, 2008 and 2007 and through the date of this
Current Report, neither the Company nor anyone acting on its behalf consulted
Crowe Horwath LLP regarding either (1) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s consolidated financial
statements or (2) any matter that was (a) either the subject of a disagreement
with Goldstein on accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which, if not resolved to the
satisfaction of Goldstein, would have caused Goldstein to make reference to the
matter in their report, or (b) a reportable event as defined in Item
304(a)(1)(iv) and (v) of Regulation S-K of the Securities and Exchange
Commission. The Company provided Crowe Horwath with this Current Report and
requested that Crowe Horwath review it prior to its filing by the Company with
the Securities and Exchange Commission.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit
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| Number
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Description
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| 99.2
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Letter
from Previous Independent Accountants dated April 29,
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.
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THE
STEPHAN CO.
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By:
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/s/
ROBERT C. SPINDLER
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Robert
C. Spindler
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Vice
President and CFO
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Dated:
May 1, 2009