SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number 1-4436
NOTIFICATION
OF LATE FILING
(Check
One): ¨ Form
10-K ¨ Form
11-K ¨ Form 20-F
x Form
10-Q ¨ Form
N-SAR
For
Period Ended: MARCH 31, 2009
¨ Transition
Report on Form 10-K
¨ Transition
Report on Form 20-F
¨ Transition
Report on Form 11-K
¨ Transition
Report on Form 10-Q
¨ Transition
Report on Form N-SAR
For
the Transition Period Ended:
Read
attached instruction sheet before preparing form. Please print or
type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
THE
STEPHAN CO.
________________________________________________________________________________
Full Name
of Registrant
________________________________________________________________________________
Former
Name if Applicable
1850
W. McNab Road
________________________________________________________________________________
Address
of Principal Executive Office (Street and Number)
Fort
Lauderdale, FL 33309
________________________________________________________________________________
City,
State and Zip Code
PART
II
RULE
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
x (a) The
reasons described in reasonable detail in Part III of this form
could not
be eliminated without unreasonable effort
or expense;
x (b)
The subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K or Form N-SAR, or portion
thereof will be filed on
or before the 15th calendar day
following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
x (c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
PART
III
NARRATIVE
State
below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the
transition report portion thereof could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
On
April 28, 2009, the Company engaged Crowe Horwath, LLP as it new independent
accountants replacing Goldstein Lewin & Co. This change was
reported by the Company on (i) Form 8-K filed May 1, 2009 and (ii) Form 8-K/A
filed May 13, 2009. Due to the additional time necessary for Crowe
Horwath, LLP to become familiar with the Company’s operations and accounting,
the Company is unable, without unreasonable effort or expense, to comply with
the reporting deadlines of Form 10-Q for the quarter ended March 31,
2009.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
ROBERT
C.
SPINDLER
(954) 971-0600
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(Name) (Area
Code) (Telephone Number)
(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
x Yes ¨ No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
¨ Yes x No
If
so: attach an explanation of the anticipated change, both narratively
and quantitatively, and,
if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
THE
STEPHAN CO.
----------------------------------------------------------------------------
(Name of
Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: MAY
15,
2009 By: /s/
Robert C. Spindler
VP
& CFO
INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL
INSTRUCTIONS
1. This
form is required by Rule 12b-25 of the General Rules and
Regulations
under the Securities Exchange Act of 1934.
2. One
signed original and four conformed copies of this form and amendments thereto
must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3.
A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments
to the notifications must also be filed on Form 12b-25 but need not restate
information that has been correctly furnished. The form shall be clearly
identified as an amended notification.
5. ELECTRONIC
FILERS: This form shall not be used by electronic filers unable to timely file a
report solely due to electronic difficulties. Filers unable to submit a report
within the time period prescribed due to difficulties in electronic filing
should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T.
