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)
July 29, 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 1.01 Entry into a Material Definitive Agreement.
On August 1, 2005, the Registrant ("TSC") entered into a Brand
License Agreement with The Quantum Beauty Company Limited ("QBC" or
the "Licensor") for the exclusive rights to manufacture, market and
distribute the "Lee Stafford" brand of hair care products in the
Western Hemisphere (the "License Agreement"). The initial term of
the License Agreement is 5 years, with a minimum 5 year renewal at
the Licensor's option. TSC is subject to certain requirements,
including satisfactory compliance with manufacturing and quality
standards, reporting timeframes, payment of royalties, minimum
marketing, advertising and promotional expenditures as well as
targeted sales goals increasing on an annual basis.
A copy of the License Agreement is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On July 29, 2005, William M. Gross, an attorney and Certified
Public Accountant, was appointed to serve on TSC's Board of Directors. Mr.
Gross has been certified by the Florida Bar as Authorized House Counsel for
TSC since January 1997. Mr. Gross was employed by the Internal Revenue
Service from 1963 to 1986, where he served as Senior Trial Attorney in the
Manhattan office of the Chief Counsel representing the Commissioner of
Internal Revenue in civil litigation before The United States Tax Court.
In addition to his appointment as a member of the Board, Mr. Gross was also
appointed to serve as the Audit Committee Chairman.
ITEM 7.01. Regulation FD Disclosure.
On August 3, 2005, the Company issued a press release announcing
the terms of the License Agreement. A copy of the press release is
furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On August 3, 2005, the Company issued a press release announcing
the changes in the Board membership. A copy of the press release is
furnished as Exhibit 99.3 to this Current Report on Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
99.1 License Agreement between The Quantum Beauty Company
Limited and The Stephan Co.
99.2 The Stephan Co. Press Release dated August 3, 2005,
announcing the terms of the License Agreement.
99.3 The Stephan Co. Press Release dated August 3, 2005,
announcing the changes in the Board membership.
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 August 4, 2005.
The Stephan Co.
By:
/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer