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)
June 7, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
(a) On June 7, 2005, the Registrant received notification from
the American Stock Exchange ("AMEX") that the failure to hold
an annual meeting of shareholders by May 31, 2005, in
accordance with a previously announced plan of compliance,
put the Registrant in violation of Section 704 of the AMEX
Company Guide. Additionally, the failure of the Company to
file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, as well as the failure to file its
quarterly report on Form 10-Q for the quarter ended March 31,
2005, as required by Sections 134 and 1101 of the AMEX
Company Guide, is a violation of its listing agreement with
the AMEX. Pursuant to Section 1003(d) of the above
referenced Company Guide, the Exchange Staff has determined
that it was appropriate to initiate immediate delisting pro-
ceedings.
The Company intends to promptly request an oral hearing
before a Listing Qualifications Panel but is unable to
speculate on the timing or outcome of such a hearing.
ITEM 7.01. Regulation FD Disclosure.
On June 10, 2005, the Company issued a press release announcing
the receipt of the AMEX letter. 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
99.1 The Stephan Co. Press Release dated June 10, 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 June 10, 2005.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer