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)
April 18, 2006
______________
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.
On April 18, 2006, the Registrant received a notification letter from the
American Stock Exchange ("AMEX") that the failure to file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2005, as required by Sections
134 and 1101 of the AMEX Company Guide, is a material violation of its continued
listing agreement with AMEX. Pursuant to Section 1003(d) of the AMEX Company
Guide, the Company is subject to suspension of trading and possibly, delisting.
In order to maintain its listing, the Company must submit a plan by May 2, 2006,
advising the AMEX of actions taken, or to be taken, to bring the Company into
compliance with the above-mentioned Sections 134 and 1101 by June 16, 2006.
The Company intends to submit a plan to AMEX by May 2, 2006, and will keep its
stockholders informed of any developments as the situation warrants.
ITEM 7.01. Regulation FD Disclosure.
On April 18, 2006, the Company issued a press release announcing the receipt of
the Delinquency 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 April 18, 2006
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 April 21,
2006.
The Stephan Co.
By:
/s/ David Spiegel
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David Spiegel
Chief Financial Officer