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 8, 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 ("10-K"), 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 submitted a plan
by May 2, 2006, advising the AMEX that the Company intended to file
its 10-K shortly, which would bring the Company into compliance with
the above-mentioned Sections 134 and 1101 by June 16, 2006.
On May 5, 2006, the Company filed its 10-K and on May 8, 2006
the Company received a letter from the AMEX indicating that the
Company has resolved the continued listing deficiency referenced in
the above mentioned letter of April 18, 2006.
ITEM 7.01. Regulation FD Disclosure.
On May 9, 2006, the Company issued a press release announcing
the resolution of the continued listing deficiency indicated in the
April 18, 2006 Delinquency letter from AMEX. 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 May 9, 2006
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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.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer
May 10, 2006
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