UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

~~FORM~~Current ~~8-K~~Report

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the

~~PURSUANT~~Securities TOExchange ~~SECTION~~Act 13of ~~OR 15(d) OF THE~~1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 25, 2009

Date of Report (Date of earliest event reported):

May 1, 2009

The Stephan Co.

(Exact name of registrant as specified in ~~its~~ charter)

Florida (State of Incorporation) 1-4436 (Commission File Number) 59-0676812 (IRS Employer Identification No.)


Florida	1-4436	59-0676812
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1850 West McNab Road, Fort Lauderdale, Florida 33309


1850 West McNab Road Fort Lauderdale, FL		33309
(Address of principal executive offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code: (954) 971-0600

(954) 971-0600

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

-------------------------------------------------------------

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 43.01. ~~Changes~~ ~~in Registrant’s~~Notice ~~Certifying~~of ~~Accountant~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 25, 2009, the Board of Directors of the Company, after evaluating the advantages and disadvantages of remaining an exchange-listed, publicly held company voted to voluntarily (ai) delist the Company’s shares ~~Previous~~of ~~Independent~~Common ~~Accountants~~Stock, par value $.01 per share, (the “Common Stock”) from the NYSE-AMEX and (ii) deregister the Company’s Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result suspend the Company’s obligations to file reports with the Securities and Exchange Commission (“SEC”).

On ~~April~~ 28November 25, 2009, ~~Goldstein~~the ~~Lewin~~Company &issued ~~Co.~~a ~~(“Goldstein”)~~press ~~was~~release ~~dismissed~~regarding asits ~~the~~intent ~~principal~~to ~~independent~~delist ~~accountant~~its ofCommon ~~The~~Stock ~~Stephan~~from CoNYSE-AMEX and deregister its shares under the Exchange Act. (Portions of the ~~“Company”)~~press release that relate to this Item 3. 01 are incorporated by reference into this Item 3.01 are filed as Exhibit 99.1.

The Company ~~audit~~plans to file with the SEC and NYSE-AMEX Form 25 relating to the ~~reports~~delisting of ~~Goldstein~~its onCommon Stock from NYSE-AMEX with the ~~financial~~delisting ~~statements~~to ofbe effective 10 days after the date of filing. The Company asalso ofintends ~~and~~to ~~for~~file with the SEC Form 15 relating to the ~~years~~deregistering ~~ended~~of ~~December~~its ~~31,~~Common ~~2008~~Stock ~~and~~under Section 12(g) ~~2007~~of ~~did~~the ~~not~~Exchange ~~contain~~Act anand ~~adverse~~to ~~opinion~~suspend ~~or a~~the ~~disclaimer~~Company’s ofreporting obligations ~~opinion~~under Sections 13 and ~~were~~15(d) ~~not~~of ~~qualified~~the orExchange ~~modified~~Act ason ~~to uncertainty,~~the ~~audit~~effective ~~scope~~date orof ~~accounting~~the ~~principles~~Form 15.

In connection with the audits of the financial statements of the Company for each of the fiscal years ended December 31, 2008 and 2007 and through the date of this Current Report, there were no disagreements between Goldstein and the Company on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Goldstein would have caused Goldstein to make reference to the subject matter of the disagreements in connection with their report.

The Company has provided Goldstein a copy of the disclosures under this Item 4.01(a), and has requested Goldstein to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company. A copy of the letter dated April 29, 2009 furnished by Goldstein in response to that request is attached as Exhibit 99.2 to this Form 8-K.

(b) New Independent Accountants

On April 28, 2009, the Company engaged Crowe Horwath LLP as the Company’s new independent accountants to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2009. The Audit Committee of the Company’s Board of Directors approved the Company’s engagement of Crowe Horwath LLP.

During the fiscal years ended December 31, 2008 and 2007 and through the date of this Current Report, neither the Company nor anyone acting on its behalf consulted Crowe Horwath LLP regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (2) any matter that was (a) either the subject of a disagreement with Goldstein on accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of Goldstein, would have caused Goldstein to make reference to the matter in their report, or (b) a reportable event as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K of the Securities and Exchange Commission. The Company provided Crowe Horwath with this Current Report and requested that Crowe Horwath review it prior to its filing by the Company with the Securities and Exchange Commission.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description
99.1		Press release issued by The Stephan Co. dated November 25, 2009.

Exhibit
Number	Description
99.2	Letter from Previous Independent Accountants dated April 29, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE STEPHAN CO. By: /s/ ROBERT C. SPINDLER Robert C. Spindler Vice President and CFO


	The Stephan Co.
	(Registrant)

Dated: November 25, 2009	By:	/s/ Robert C. Spindler
	Name:	Robert C. Spindler
	Title:	Vice President and Chief Financial Officer

~~Dated:~~Exhibit ~~May 1, 2009~~Index


Exhibit No.		Description
99.1		Press release issued by The Stephan Co. dated November 25, 2009.

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