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)
September 13, 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 4.01 Changes in Registrant's Certifying Accountant.
(a)(1):
(i) On September 13, 2005, The Stephan Co. (the "Company")
dismissed its independent accountants, Deloitte & Touche LLP
("D&T").
(ii) The reports of D&T on the Company's financial statements
for the years ended December 31, 2003 and 2004 did not contain any
adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The dismissal was approved by the Audit Committee, and
(iv) In connection with the audits of the Company's two most
recent fiscal years ended December 31, 2003 and 2004, there were no
disagreements with D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction
of D&T, would have caused D&T to make reference to the subject matter
of the disagreement in connection with its reports on our financial
statements for such years.
(v) Except as described in the following two paragraphs, during
the fiscal years ended December 31, 2003 and 2004, and through
September 13, 2005, there were no "reportable events" as defined in
Item 304(a)(1)(v) of Regulation S-K.
In connection with its audit of the Company's consolidated
financial statements for the year ended December 31, 2004, D&T
advised the Company's management of a deficiency that existed in the
design and operation of the Company's internal controls which was
considered by D&T to be a material weakness. A discussion of such
material weakness may be found in Item 9A of the Company's Annual
Report on Form 10-K for the year ended December 31, 2004, which was
filed with the SEC on September 9, 2005.
In order to address this material weakness, the Company intends
to retain additional accounting staff (either internally or through
use of consultants) in order to satisfy our continuing and
enhanced reporting obligations as a public company.
The Company has provided a copy of this report to D&T and
requested that it furnish a letter addressed to the SEC stating
whether it agrees with the statements made by the Company to this
item.
(a)(2):
On September 14, 2005, the Company engaged Goldstein Lewin & Co.
("GLC") as its principal accountant to review the interim financial
statements for the quarters ended March 31, 2005, June 30, 2005 and
September 30, 2005 and to audit the Company's financial statements for
the year ended December 31, 2005.
2
Prior to engaging GLC, neither the Company nor anyone acting on the
Company's behalf, consulted GLC regarding the application of accounting
principles to a specific completed or contemplated transaction, nor the
type of audit opinion that might be rendered on the Company's financial
statements and no written or oral advice was provided that was an
important factor considered by the Company in reaching a decision as to
any accounting auditing or financial reporting issues.
ITEM 7.01. Regulation FD Disclosure.
On September 16, 2005, the Company issued a press release
announcing the dismissal of D&T and the hiring of GLC. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
16.1 Response from D&T to this Form 8-K
99.1 The Stephan Co. Press Release dated September 16, 2005
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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, thereunto duly authorized, in the State of
Florida on September 19, 2005.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer
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