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 the earliest event reported)
May 12, 2005
_____________
THE STEPHAN CO.
(Exact name of registrant as specified in its charter)
Florida 1-4436 59-676812
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
1850 W. McNab Road
Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
(954) 971-0600
(Registrant's telephone number, including area code)
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:
_
|_| 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 1.01 Entry into a Material Definitive Agreement.
(a) On May 4, 2005, the Registrant ("Tenant") entered into a Second
Amendment of Lease Agreement ("Amendment") for its Danville, IL
facility. The premises, located at 80 Eastgate Drive, Danville, IL
61832, is owned by Shaheen & Co., Inc.. Shouky A. Shaheen, a
minority owner of Shaheen and Co., Inc. is currently a member of the
Board of Directors and a significant stockholder of the Registrant.
The Amendment extends the term of the lease to June 30, 2015,
with a five year renewal option, and increases the annual rental to
$302,780. The base rent is adjustable annually, in accordance with
the existing master lease and First Amendment, the terms of which,
including a 90-day right of termination by the Tenant, remain in full
force and effect. In addition, the Tenant has a purchase option,
effective during the term of the lease, to purchase the premises at
the then fair market value of the building, or to match any bona fide
third-party offer to purchase the premises.
A copy of the Amendment is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) On May 12, 2005, Michael S. Cordaro resigned as a member of the
Registrant's Board of Directors for personal reasons. A copy of Mr.
Cordaro's resignation is furnished as Exhibit 99.2 to this Current
Report on Form 8-K.
(d) On May 12, 2005, Richard A. Barone was appointed to serve on the
Registrant's Board of Directors. For over 30 years, Mr. Barone has
been active in the investment industry as a portfolio manager and is
currently Chief Executive Officer and Portfolio Manager for Ancora
Advisors. Mr. Barone is a graduate of Georgetown University and has
a degree in Economics. It is anticipated that he will be nominated
to serve on one or more committees of the Board of Directors,
including the Audit Committee.
ITEM 7.01. Regulation FD Disclosure.
On May 18, 2005, the Company issued a press release announcing
the changes in the Board membership. A copy of the press release is
furnished as Exhibit 99.3 to this Current Report on Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
99.1 Second Amendment of Lease Agreement
99.2 Resignation letter of Michael S. Cordaro
99.3 The Stephan Co. Press Release dated May 18, 2005
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, thereunto duly authorized, in the State of
Florida on May 18, 2005.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer