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)
July 26, 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 7.01. Regulation FD Disclosure.
On July 26, 2005, the Company issued a press release announcing a
timeline to bring the Company's delinquent Securities and Exchange
Commission filings current, and to provide an anticipated timeframe
for holding an annual meeting of shareholders. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 8.01 Other Events
As previously disclosed, the SEC had questioned the Company's
valuation of long-term inventory. The Company, working with its
independent auditors, has responded to several follow up inquiries
from the SEC regarding this matter and the Company has been recently
advised that the SEC has no further comment with respect to the
Company's long-term inventory valuation. As a result, the Company
announced that it expects to file its Annual Report on Form 10-K for
the year ended December 31, 2004 during the week of August 8, 2005.
The Company anticipates that once the Form 10-K is filed, the
delinquent Form 10-Q for the quarter ended March 31, 2005 and the
current report on Form 10-Q for the quarter ended June 30, 2005 will
be filed by August 22, 2005. In addition, the Company anticipates that
its annual meeting of shareholders will be held before September 30, 2005.
As previously reported in a press release dated June 10, 2005, the
American Stock Exchange instituted delisting proceedings against the
Company. The Company has appealed this determination and an oral
hearing before a Listing Qualifications Panel is scheduled for July
27, 2005. The Company is unable to speculate on the outcome of the
hearing and management will continue to keep shareholders apprised of
any developments in connection with the hearing.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
99.1 The Stephan Co. Press Release dated July 26, 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 July 26, 2005.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer