UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-4436 CUSIP Number 858603103000
(Check One):
( ) Form 10-K ( ) Form 20-F ( ) Form 11-K (X) Form 10-Q ( ) Form N-SAR
For Period Ended: March 31, 1999
--------------------------
( ) 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
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
Full Name of Registrant: THE STEPHAN CO.
__________________________________________
Former Name if Applicable: N/A
________________________________________
Address of Principal Executive Offices: 1850 West McNab Street
_____________________________________
City, State and Zip Code: Fort Lauderdale, Florida 33309
_____________________________________________________
PART II - RULES 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)
( (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, 11-K or Form N-SAR, or portion thereof,
( will be filed on or before ( the fifteenth calendar day following
( the prescribed due date; or the subject quarterly report of
( 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
(
( (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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the time prescribed time period.
Due to the significant amount of time and effort management of the
Company has had to devote to the completion of its 1998 audit, the
restatement of its financial statements for the fiscal quarters ended
June 30, 1998 and September 30, 1998 and the preparation of its Form
10-K for the 1998 fiscal year, the Company cannot file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999 without
unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Spiegel 954 971-0600
_________________________ ___________ __________________
(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 answer is not, identify report(s).
Yes No X
______ _______
Report: Form 10-K for the fiscal year ended December 31, 1998
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected in 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.
Sales for the quarter ended March 31, 1999 are expected to be higher
than the corresponding quarter of 1998. However, net income for such
quarter is expected to be significantly less than the corresponding
1998 quarter, primarily due to adverse changes in the overall product
mix of the Company and a corresponding decline in gross profit margins.
THE STEPHAN CO.
_____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 17, 1999 David Spiegel
________________ By_______________________________________
David Spiegel
