UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)

 

The Stephan Co.

(Name of Issuer)

 

Common Stock $.01 Par Value

(Title of Class of Securities)

 

858603103

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.  858603103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
263,420

 

6.

Shared Voting Power 
124,480

 

7.

Sole Dispositive Power 
310,320

 

8.

Shared Dispositive Power
77,580

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
387,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorset Management Corporation
11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
263,420

 

6.

Shared Voting Power 
124,480

 

7.

Sole Dispositive Power 
310,320

 

8.

Shared Dispositive Power
77,580

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
387,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

Item 1.

 

(a)

Name of Issuer
The Stephan Co.

 

(b)

Address of Issuer’s Principal Executive Offices
1850 West McNab Road
Fort Lauderdale, FL  33309

 

Item 2.

 

(a)

Name of Person(s) Filing
David M. Knott and Dorset Management Corporation

 

(b)

Address of Principal Business Office or, if none, Residence
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

 

(c)

Citizenship
David M. Knott - United States of America;
Dorset Management Corporation – New York

 

(d)

Title of Class of Securities
Common Stock $.01 Par Value

 

(e)

CUSIP Number
858603103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4



 

Item 4.

Ownership

 

David M. Knott and Dorset Management Corporation
See Rows 5 through 9 and 11 on the corresponding page for each reporting person.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of the securities reported herein.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

5



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 9, 2005

 

Date

 

 

 

 

 

/s/ David M. Knott

 

Signature

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/ David M. Knott

 

 

David M. Knott, President

 

6