As filed with the Securities and Exchange Commission on
October 28, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE STEPHAN CO.
______________________________________________________
(Exact name of registrant as specified in its charter)
Florida
_________________________________________________
(State or other jurisdiction of incorporation or
organization)
59-0676812
__________________________________
(I.R.S. Employer Identification No.)
1850 W. McNab Road, Ft. Lauderdale, FL. 33309 (954)971-0600
___________________________________________________________
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
Frank F. Ferola
President and Chief Executive Officer
The Stephan Co.
1850 W. McNab Road
Ft. Lauderdale, Florida 33309
(954) 971-0600
_________________________________________________
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________________
Copies to:
STEPHEN A. OLLENDORFF, ESQ.
STEPHEN R. CONNONI, ESQ.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
(212) 481-9500
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this
Registration Statement, as determined by the Selling
Shareholders.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box [ ].
CALCULATION OF REGISTRATION FEE
============================================================
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Offering Aggregate Registra-
Securities to Amount to be Price per Offering tion
be Registered Registered Share* Price* Fee
____________________________________________________________
Common Stock, 67,165 $12.06 $810,000 $235
$.01 par value
per share
============================================================
* Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended. The proposed maximum
offering prices are based on the average of the high and low
prices of the Company's Common Stock as reported on The
American Stock Exchange on October 24, 1996.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended,
or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
==========
THE STEPHAN CO.
67,165 Shares
of
Common Stock
_________________________________________
The 67,165 shares of Common Stock, par value $.01 per
share (the "Common Stock"), of The Stephan Co. offered
hereby are being offered by the persons named under the
caption "Selling Stockholders" (as described therein, the
"Selling Stockholders"). Unless the context requires
otherwise, reference in this Prospectus to the "Company"
means The Stephan Co. and its subsidiaries collectively.
The Common Stock is listed on The American Stock Exchange.
The closing price, as recorded in The Wall Street Journal,
of the Common Stock on October 24, 1996 was $12.00 per
share.
The shares offered hereby may be sold by the Selling
Stockholders or by their pledgees, donees, transferees or
other successors in interest from time to time. Sales may
be made on one or more securities exchanges, if then listed
thereon, or in the over-the-counter market, or otherwise, at
prices and on terms then prevailing or at prices related to
the then current market price, or in negotiated
transactions. Sales may also be effected by selling the
shares by various methods to or through brokers or dealers
or in face-to-face transactions without a broker or dealer.
Any brokers or dealers used by the Selling Stockholders may
receive commissions or discounts in amounts to be negotiated
by the Selling Stockholders. See "Plan of Distribution".
The Company will receive none of the proceeds from sales by
the Selling Stockholders of the Common Stock offered hereby.
See "Use of Proceeds".
______________________________________________
SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN FACTORS
RELATING TO THE COMPANY AND AN INVESTMENT IN THE COMMON
STOCK OFFERED HEREBY.
______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 28, 1996.
============================
No dealer, salesperson or other person has been
authorized in connection with this offering to give any
information or make any representations other than those
contained in this Prospectus. This Prospectus does not
constitute an offer or a solicitation in any jurisdiction to
any person to whom it is unlawful to make such an offer or
solicitation. Neither the delivery of the Prospectus nor
any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the
circumstances of the Company or the facts herein set forth
since the date hereof.
=========================
THE STEPHAN CO.
67,165 Shares of
Common Stock
____________________
PROSPECTUS
____________________
October 28, 1996
====================
TABLE OF CONTENTS
Page No.
AVAILABLE INFORMATION.............. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE............. 2
THE COMPANY........................ 4
RECENT DEVELOPMENTS................ 4
RISK FACTORS....................... 5
SELLING STOCKHOLDERS............... 7
PLAN OF DISTRIBUTION............... 8
USE OF PROCEEDS.................... 8
EXPERTS............................ 9
LEGAL MATTERS...................... 9
INDEMNIFICATION.................... 9
=============================
No dealer, salesman or other person has been authorized
to give any information or to make any representations other
than those contained or incorporated by reference in this
Prospectus in connection with the offering made hereby, and,
if given or made, such other information or representations
must not be relied upon as having been authorized by the Com
pany or the Selling Stockholders. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the condition and/or affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational and other
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected and
copied at the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024,
and at the public reference facilities maintained by the
Commission at 7 World Trade Center, 3rd Floor New York, New
York 10048; Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 5757
Wilshire Boulevard, Suite 500 East, Los Angeles, California
90063-3648. Copies can also be obtained from the Commission
at prescribed rates by writing to the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Furthermore,
the Commission maintains a web site that contains reports,
proxy statements and other information regarding the
Company. The address for such web site is
http://www.sec.gov. The Common Stock is listed on the
American Stock Exchange and reports and other information
concerning the Company can be inspected at such Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are hereby incorporated in this Prospectus by
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(b) The Company's Current Report on Form 8-K, dated
December 31, 1995, as amended on January 22, 1996;
(c) The Company's Current Report on Form 8-K, dated
June 28, 1996, as amended on August 22, 1996, September 16,
1996, and October 9, 1996;
(d) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996;
(e) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996;
(f) The Company's Proxy Statement filed under Section
14(a) of the Exchange Act filed on April 29, 1996; and
(g) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-
A filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections
13(a) or 14 of the Exchange Act subsequent to the date of
this Prospectus, including any amendments to previously
filed documents, and prior to the termination of the
offering being made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all
documents incorporated herein by reference (not including
the exhibits to such documents, unless such exhibits are
specifically incorporated herein by reference therein).
Requests for such copies should be directed to: The Stephan
Co., 1850 West McNab Road, Fort Lauderdale, Florida 33309,
Attn: Secretary, telephone number (954) 971-0600.
THE COMPANY
The Stephan Co., a Florida corporation (the "Company"),
is primarily engaged in the manufacture, sale and
distribution of hair care and personal care products,
including dandruff removers, shampoos, hair conditioners,
medicated talc, cosmetics and fragrances.
The Company's principal executive offices are located
at 1850 West McNab Road, Fort Lauderdale, Florida 33309,
and its telephone number is (954) 971-0600.
RECENT DEVELOPMENTS
On June 28, 1996, the Company, pursuant to a Stock
Purchase Agreement (the "Agreement"), acquired all of the
outstanding capital stock of Sorbie Acquisition Co., a
Pennsylvania corporation ("Sorbie"), from the former
stockholders of Sorbie in exchange for 13,734 shares of
restricted Common Stock of the Company. In addition, as
further consideration for the acquisition, the Company (i)
terminated a Secured Subordinated Debenture, dated July 20,
1994, of Sorbie held by the Company in the principal amount
of $500,000, (ii) assumed liabilities of $500,208.33 due to
Charles V. Hall, the former principal stockholder of Sorbie,
under a pre-existing employment contract (the "Employment
Liabilities") and (iii) replaced a certain Secured
Promissory Note of Sorbie in favor of Redken Laboratories,
Inc. in the principal amount of $3,250,000 with a cash
payment of $500,000 and a promissory note (the "Note") of
the Company due July 19, 1996 in the principal amount of
$2,000,000. The Company has satisfied its obligations under
the Note and has, pursuant to an agreement with Mr. Hall
(the "Employment Liability Agreement"), decided, in
accordance with the terms thereof, to satisfy the Employment
Liabilities by issuing to Mr. Hall 36,430 shares of Common
Stock of the Company, such shares representing a portion of
the shares to be offered hereby. Sorbie, which prior to the
acquisition had been a major customer of the Company, is the
parent company of Trevor Sorbie of America, Inc., a company
engaged in the distribution of professional hair care
products sold in beauty salons nationwide.
In a related agreement (the "Side Letter"), the Company
issued an additional 18,898 shares of restricted Common
Stock to Sampson Arms, Inc. ("Sampson") to terminate an
existing royalty agreement between Sampson and Sorbie, such
shares also representing a portion of the shares offered
hereby. The Company has agreed to use its best efforts to
register the stock issued to the former stockholders of
Sorbie (including Charles V. Hall) and to Sampson, who are
collectively the Selling Stockholders hereunder, under the
Securities Act of 1933, as amended (the "Securities Act"),
as soon as practicable.
RISK FACTORS
The following considerations should be carefully
considered, as well as other matters described elsewhere in
this Prospectus and the incorporated materials, in
evaluating the Company and its business, operations and
prospects before any decision is made to purchase any of the
Common Stock offered hereby.
1. Competition.
Many other companies provide products similar to those
provided by the Company. The Company believes that there
are no formidable barriers to entry into the business areas
within which it operates. Many of the Company's competitors
are larger and more established, with substantially greater
marketing, financial, human and other resources than the
Company and, as a result, may provide significant long-term
competition.
2. Limited Dividends.
The Company only recently has paid limited cash
dividends on its Common Stock. The payment of future
dividends on its Common Stock is not assured and is subject
to the discretion of the Board of Directors and is dependent
upon many factors, including the Company's earnings, its
capital requirements and its general financial condition.
The Company does not anticipate a significant (if any)
increase in the payment of cash dividends in the foreseeable
future.
3. Dependence on Frank F. Ferola; Anti-Takeover Effect
of Provision in Employment Agreement.
The current success of the Company is largely dependent
on the efforts of Frank F. Ferola, President and Chief
Executive Officer of the Company. The loss of the services
of Mr. Ferola or his inability to perform services on behalf
of the Company could materially and adversely affect the
operations of the Company, at least until a qualified
replacement is found. Mr. Ferola's employment agreement
with the Company provides that upon a change of control of
the Company as defined therein, Mr. Ferola has the option to
purchase all of the outstanding stock of Old 97 Company, a
wholly-owned subsidiary of the Company. Such provision may
have the result of discouraging acquisitions of the Company.
4. Products Liability Insurance.
The Company maintains products liability insurance for
possible claims for personal and other injuries resulting
from allegedly defective products. While the Company has
not experienced a significant claim for personal or other
injuries resulting from allegedly defective products,
substantial claims or series of claims, if successful and in
excess of its coverage or subject to an exclusion from its
coverage, would have a material adverse effect upon the
business and financial condition of the Company.
5. Recent Acquisitions; Potential Dilutive Effect of
Future Acquisitions.
The Company has recently completed some acquisitions.
There can be no assurance that the acquired businesses will
complement one another or be profitable on a combined basis.
In making such acquisitions, the Company relied, in large
part, on representations, warranties and agreements of the
sellers of such businesses. The Company has not operated
such businesses for a sufficient period of time to determine
whether such representations and warranties were true or
accurate or whether such businesses can operate profitably
and/or in a manner compatible with the Company's other
business areas. While the Company may have certain
contractual rights (including indemnification rights)
against the sellers of such businesses upon discovery of
misrepresentations and breaches of warranties or agreements,
there can be no assurance that such rights will be
enforceable and/or adequate to compensate the Company for
any losses it might incur as a result thereof or whether the
sellers will have sufficient assets to satisfy such claims.
In connection with certain of such acquisitions, the Company
has assumed significant liabilities which could have a
material adverse effect on the Company's operations and
financial condition. In addition, the Company is continuing
to review possible acquisition candidates, although there
can be no assurance that any such acquisition(s) will be
successfully consummated. The Company intends, to the
extent practicable, to issue its equity securities in order
to pay a substantial portion of the purchase price(s) of
such acquisitions. Although there can be no assurance that
the Company will be able to consummate any such
acquisitions, or to issue its equity securities in payment
thereof, if it were to do so, such issuance could result in
significant dilution to investors in the Common Stock.
6. Possible Adverse Effect on Price.
Based upon the historical trading volume of the Common
Stock, substantial sales by the Selling Stockholders of the
Common Stock offered hereby or even the potential of such
sales could have an adverse impact on the market price of
the Common Stock.
SELLING SHAREHOLDERS
The following table sets forth certain information
concerning the beneficial ownership of the Common Stock by
the Selling Stockholders as of October 28, 1996, and the
number of such shares included for sale in this Prospectus.
Such information was furnished to the Company by the Selling
Stockholders. The Selling Stockholders (other than Sampson)
are former stockholders of Sorbie, which was acquired by the
Company on June 28, 1996.
Percentage
of
Outstanding
Shares Shares to Shares to shares to
owned be sold be owned be owned
prior to in the after the after the
Name the offering offering offering* offering
______________________________________________________________
Edward A. Kelly 1,526 1,526 0 --
Charles Ascher-Walsh 6,104 6,104 0 --
Estate of
Belle J. Baldwin 1,526 1,526 0 --
David S. Chadwick 1,526 1,526 0 --
Lawrence Walsh** 3,052 3,052 0 --
Sampson Arms, Inc. 18,898 18,898 0 --
Charles V. Hall*** 34,533 34,533 0 --
*Assuming all shares of Common Stock offered hereby are
eventually sold.
**Lawrence Walsh is deemed the beneficial owner of the
18,898 shares of the Common Stock being offered hereby with
respect to Sampson, as Mr. Walsh is the President of Sampson
and, as such, has dispositive and voting power with respect
to such shares.
***Mr. Hall has been employed since June 28, 1996, as
President of Sorbie, a wholly-owned subsidiary of the
Company.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold,
for cash only, by the Selling Stockholders or by their
pledgees, donees, transferees or other successors in
interest. Such sales may be made from time to time as
market conditions permit on one or more securities
exchanges, if then listed thereon, or in the over-the-
counter market, or otherwise, at prices and on terms then
prevailing or at prices related to the then current market
price, or in negotiated transactions.
To the Company's knowledge, there are no present
agreements, arrangements or understandings between any of
the Selling Shareholders and any broker or dealer in respect
of the shares offered hereby. The Common Stock offered
hereby may be sold by one or more of the following methods,
subject to the aforementioned limitations: (a) block
trade(s) in which a broker or dealer so engaged will attempt
to sell the Common Stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers; (d) exchange distribution in accordance with the
rules of such exchange; and (e) face-to-face transactions
between the Selling Stockholders and purchasers without a
broker or dealer. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other
brokers or dealers to also participate. Such brokers or
dealers may receive commissions or discounts from the
Selling Stockholders in amounts to be negotiated prior to
the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales.
The Selling Stockholders will pay the expenses of their
counsel in connection with this offering and any commissions
due brokers engaged by the Selling Stockholders. All other
costs in connection with this offering will be borne solely
by the Company.
USE OF PROCEEDS
The Company will receive none of the proceeds from
sales of the shares of Common Stock offered hereby. The
67,165 shares are being registered for sale under the
Securities Act pursuant to the terms of the Agreement, the
Side Letter and the Employment Liability Agreement. See
"Recent Developments".
EXPERTS
The consolidated financial statements incorporated by
reference in this Prospectus and elsewhere in the
Registration Statement of which this Prospectus forms a part
for the fiscal year ended December 31, 1995 have been
audited by Deloitte & Touche LLP, independent auditors, and
for the fiscal years ended December 31, 1993 and 1994 have
been audited by Kaufman, Rossin & Company, independent
auditors, and as it relates to the consolidated financial
statements of Sorbie Acquisition Company and Subsidiaries
have been audited by Will, Gallagher and Pitzer, Inc.,
independent auditors for the year ended December 31, 1995
and the period from inception May 18, 1994 to December 31,
1994, as indicated in their respective reports, and are
incorporated by reference herein in reliance upon such
reports given upon the authority of said firms as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the issuance
of the shares of Common Stock offered hereby have been
passed upon for the Company by Bert Sager, Esq., 6129
Southwest 70th Street, Miami, Florida 33143.
INDEMNIFICATION
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. Section
607.014 of the Florida Business Corporation Act generally
provides that a corporation has the power to indemnify its
officers and directors against liability incurred in
connection with any proceeding (other than an action by, or
in the right of, the corporation) to which he was a party by
reason of the fact that he is or was a director or officer
of the corporation, if he acted in good faith and in a
manner he reasonably believed to be in the best interest of
the corporation. Section 607.014 of the Business
Corporation Act additionally provides that a corporation
shall have the power to indemnify any person who is a party
to any proceeding by or in the right of the corporation by
reason of the fact that he is or was a director or officer
of the corporation against expenses and amounts paid in
settlement not exceeding, in the judgment of such
corporation's board of directors, the estimated expenses of
litigating the proceeding to conclusion. Such
indemnification shall be authorized if such person acted in
good faith and in a manner he reasonably believed to be in
the best interest of the corporation, except that no
indemnification shall be permitted if such person shall have
been adjudged to be liable unless, and only to the extent
that, a court of competent jurisdiction shall determine upon
application that such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall
deem appropriate. Section 607.014 further provides that any
indemnification, unless pursuant to a court determination,
shall be made by the corporation only upon a determination
that indemnification of the director or officer was proper
in the circumstances because he met the applicable standards
of conduct, as described above. Such determination shall be
made by the corporation's board of directors or a committee
thereof, by independent legal counsel or by the stockholders
of the corporation. The Company's By-Laws provide that the
Company's directors and officers will be indemnified to the
fullest extent permitted under Florida law.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be incurred in connection with the
issuance and distribution of the Common Stock to be
registered are estimated (except for the Securities and
Exchange Commission filing fee) below. All of such expenses
will be paid by the Registrant. Any legal fees and expenses
directly incurred by a Selling Stockholder in connection
with the preparation and filing of this Registration
Statement will be paid by such Selling Stockholder.
Securities and Exchange
Commission Filing Fee............................ $ 235
Accounting Fees and Expenses..................... $10,000
Legal Fees and Expenses.......................... $ 7,000
_______
Total Expenses............. $17,235
=======
Item 15. Indemnification of Officers and Directors.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and is therefore unenforceable. Section 607.014 of the
Florida Business Corporation Act generally provides that a
corporation has the power to indemnify its officers and
directors against liability incurred in connection with any
proceeding (other than an action by, or in the right of, the
corporation) to which he was a party by reason of the fact
that he is or was a director or officer of the corporation,
if he acted in good faith and in a manner he reasonably
believed to be in the best interest of the corporation.
Section 607.014 of the Business Corporation Act additionally
provides that a corporation shall have the power to
indemnify any person who is a party to any proceeding by or
in the right of the corporation by reason of the fact that
he is or was a director or officer of the corporation
against expenses and amounts paid in settlement not
exceeding, in the judgment of such corporation's board of
directors, the estimated expenses of litigating the
proceeding to conclusion. Such indemnification shall be
authorized if such person acted in good faith and in a
manner he reasonably believed to be in the best interest of
the corporation, except that no indemnification shall be
permitted if such person shall have been adjudged to be
liable unless, and only to the extent that, a court of
competent jurisdiction shall determine upon application that
such person is fairly and reasonably entitled to indemnity
for such expenses as such court shall deem appropriate.
Section 607.014 further provides that any indemnification,
unless pursuant to a court determination, shall be made by
the corporation only upon a determination that
indemnification of the director or officer was proper in the
circumstances because he met the applicable standards of
conduct, as described above. Such determination shall be
made by the corporation's board of directors or a committee
thereof, by independent legal counsel or by the stockholders
of the corporation. The Company's By-Laws provide that the
Company's directors and officers will be indemnified to the
fullest extent permitted under Florida law.
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
5 Opinion of Bert Sager, Esq., special counsel
to the Registrant, with respect to the
legality of the securities being registered
hereunder.
23.1 Consent of Kaufman, Rossin & Company, former
independent auditors for the Registrant.
23.2 Consent of Deloitte & Touche LLP,
independent auditors for the Registrant.
23.3 Consent of Will, Gallagher and Pitzer, Inc,
independent auditors for Sorbie Acquisition
Co. and Subsidiaries.
23.4 Consent of Bert Sager, Esq. (included in the
opinion filed as Exhibit 5).
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Fort Lauderdale, State of Florida
on this 28th day of October, 1996.
THE STEPHAN CO.
(Registrant)
By:/s/ Frank F. Ferola
________________________________
Frank F. Ferola, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Frank F. Ferola President, Chief October 28, 1996
___________________ Executive Officer
Frank F. Ferola and Chairman of the
Board of Directors
/s/ David A. Spiegel Chief Financial October 28, 1996
____________________ Officer
David A. Spiegel
/s/ Thomas M. D'Ambrosio Vice President and October 28, 1996
________________________ Director
Thomas M. D'Ambrosio
/s/ John DePinto Director October 28, 1996
_________________
John DePinto
/s/ Curtis Carlson Director October 28, 1996
___________________
Curtis Carlson
/s/ Stephen Letizia Director October 28, 1996
____________________
Stephen Letizia
Signature Title Date
- --------- ----- ----
/s/ W. Gregg Baldwin Director October 28, 1996
_____________________
W. Gregg Baldwin
Exhibit Index
Exhibit No. Description
- ----------- -----------
5 Opinion of Bert Sager,
Esq., special counsel
to the Registrant,
with respect to the
legality of the
securities being
registered hereunder.
23.1 Consent of Kaufman,
Rossin & Company, former
independent auditors for
the Registrant.
23.2 Consent of Deloitte &
Touche LLP, independent
auditors for the Registrant.
23.3 Consent of Will, Gallagher
and Pitzer, Inc. independent
auditors for Sorbie Acquisition
Company and Subsidiaries.
23.4 Consent of Bert Sager, Esq.
(included in the opinion filed as
Exhibit 5).
Exhibit 5.
September 24, 1996
The Stephan Co.
Registration Statement on Form S-3
Dear Sirs:
I have acted as special counsel for The Stephan Co., a
Florida corporation (the "Company"), in connection with
Registration Statement on Form S-3 (the "Registration
Statement") that is being filed by the Company with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "1933 Act"). This
Registration Statement is being filed with respect to 67,165
shares of common stock, par value $.01 per share (the
"Shares"), of the Company.
You have requested me to render to you the following
opinion. In connection with the opinion, I have examined
originals, or copies certified or otherwise identified to my
satisfaction, of all corporate and other documents and
records of the Company and all certificates of public
officials and officers of the Company, and have made such
other investigations, as I have deemed necessary or
appropriate in connection with rendering this opinion. As
to questions of fact material to this opinion, I have, when
relevant facts were not independently established by me,
relied upon certificates of public officials and information
supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity to
authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Florida.
2. All requisite corporate actions have been taken to
authorize the issuance of the Shares.
3. The Shares have been validly issued and are fully
paid and non-assessable.
I am an attorney admitted to practice in the State of
Florida and do not purport to be an expert in, or to render
any opinions concerning, the laws of any jurisdiction other
than the United States of America and the State of Florida.
This opinion is rendered to you and is solely for your
benefit in connection with the above transaction. This
opinion may not be relied upon by you for any other purpose,
or furnished to, quoted to or relied upon by any other
person, firm or corporation without prior written consent.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement, to the use of my name as your
counsel with respect to the Registration Statement and to
all references made to me therein.
Very truly yours,
/s/ Bert Sager
______________
Bert Sager
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 of our report dated March
30, 1995 relating to the financial statements of The Stephan
Co. which appears on page F-2 in their Form 10-K for the
year ended December 31, 1995. We also consent to the
reference to us under the heading "Experts" in Registration
Statement.
/s/ Kaufman, Rossin & Co.
_________________________
KAUFMAN, ROSSIN & CO.
Miami, Florida
October 23, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of the Stephan Company on Form S-3 of
our report dated March 29, 1996, appearing in the Stephan
Company Annual Report on Form 10-K for the year ended
December 31, 1995, and to the reference to us under the
heading "Experts" in the prospectus which is part of this
Registration Statement.
/s/ Deloitte & Touche
_____________________
Deloitte & Touche LLP
Miami, Florida
October 21, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of the Stephan Company on Form S-3 of
our report on the Financial Statements of Sorbie Acquisition
Company and Subsidiaries dated September 27, 1996 appearing
in the Stephan Company Form 8-K (Amendment No. 3) filed
October 9, 1996, for the year ended December 31, 1995 and
the period from inception May 18, 1994 to December 31, 1994,
and to the reference to us under heading "Experts" in the
prospectus which is part of this Registration Statement.
/s/ Will, Gallagher & Pitzer, Inc.
__________________________________
Will, Gallagher & Pitzer, Inc.
Pittsburgh, PA
October 21, 1996
