Devcon International Corp./Stephen J. Ruzika

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

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

DEVCON INTERNATIONAL CORP.

(Name of Issuer)

Common Stock, par value $.10 per share

(Title of Class of Securities)

251588109

(CUSIP Number)

Stephen J. Ruzika
1350 East Newport Center Drive, Suite 201
Deerfield Beach, Florida 33442
954-429-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(1)

The Reporting Persons may be deemed to be members of a group that beneficially owns 1,378,474 shares of Common Stock pursuant to a voting agreement described in Item 4 of this Statement. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock attributed to each of them pursuant to such voting agreement.

CUSIP No. 251588109 Page 2 of 6

1. Name of Reporting Person:
STEPHEN J. RUZIKA I.R.S. Identification Nos. of above persons (entities only):

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

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
US

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
7,378,474(1)

9. Sole Dispositive Power:
942,643(2)

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,378,474(1)(2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
75.1%

14. Type of Reporting Person (See Instructions):
IN

(1)		Mr. Ruzika may be deemed to be a member of a group that beneficially owns 7,378,474 shares of Common Stock pursuant to a voting agreement described in Item 4 of this Statement, 70,422 shares of which he owns directly. Mr. Ruzika disclaims beneficial ownership of 7,308,052 additional shares of Common Stock attributed to him pursuant to such voting agreement.

(2)		Includes 650,000 shares of Common Stock underlying warrants owned by CSS Group, Inc., all of which are immediately exercisable. Assumes beneficial ownership of such shares is attributed to Mr. Ruzika.

CUSIP No. 251588109 Page 3 of 6

1. Name of Reporting Person:
CSS GROUP, INC. I.R.S. Identification Nos. of above persons (entities only):

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

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
State of Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
0

9. Sole Dispositive Power:
650,000

10. Shared Dispositive Power:
0

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
650,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
10.0%

14. Type of Reporting Person (See Instructions):
CO


CUSIP No. 251588109		13D		Page 4 of 6 Pages

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the joint filing on Schedule 13D, originally filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2005, by furnishing the information set forth below. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D previously filed with the SEC.

This statement relates to the common stock, $.10 par value per share (the “Common Stock”), of Devcon International Corp., a Florida corporation (the “Company”), whose principal executive offices are located at 1350 East Newport Center Drive, Suite 201, Deerfield Beach, Florida 33442.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended to add the following:

On February 10, 2006, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to certain institutional investors (collectively, the “Investors”) in connection with a private placement transaction an aggregate principal amount of $45,000,000 of Notes (the “Notes”) along with Warrants (the “Warrants”) to acquire an aggregate of 1,650,943 shares of common stock (“Common Stock”), par value $0.01 per share, of the Company at an exercise price of $11.925 per share. In addition, the Company has stated that it anticipates that the Investors will subsequently receive an aggregate of 45,000 shares of Series A convertible preferred stock (“Preferred Stock”), par value $0.01 per share, of the Company with a conversion price of $9.54 per share in exchange for the Notes and for no other additional consideration. Each Investor will surrender notes in a principal amount equal to $1,000 for each share of Preferred Stock. The consummation of the Purchase Agreement is subject to customary closing conditions, including the effectiveness of shareholder approval of (i) the creation of a new class of preferred stock, (ii) the creation of a new series of preferred stock designated Series A convertible preferred stock and (iii) the potential issuance of greater than 20% of the Company’s outstanding shares of Common Stock upon conversion of the Preferred Stock and exercise of the Warrants.

As a condition to the Investors entering into the Purchase Agreement and to consummate the transactions contemplated thereby (collectively, the “Transaction”), the investors required that each of Ronald G. Lakey, Stephen J. Ruzika, Richard C. Rochon, Donald L. Smith, Jr., George M. Hare, Coconut Palm (as true and lawful attorney and proxy for the limited partners of Coconut Palm), Coconut Palm, Smithcon Family Investments, Inc. and Smithcon Family Investments, Ltd. (collectively, the “Shareholders”) agreed to enter into a Voting Agreement dated February 10, 2006 (the “Voting Agreement”) with respect to all the Common Stock now owned and which may hereafter be acquired by the Shareholders and any other securities, if any, which such Shareholders are entitled to vote, or after the date thereof, become entitled to vote, at any meeting of shareholders of the Company (the “Other Securities”).

Pursuant to the Voting Agreement, the Shareholders have approved the Transaction. However, the approval will not be effective until SEC rules and regulations relating to the delivery of an information statement to the Company’s shareholders have been complied with.

Except as set forth in this Item 4, none of the Reporting Persons have any plans or proposals that relate to or that will result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(b) is hereby amended in its entirety to read as follows:


CUSIP No. 251588109		13D		Page 5 of 6 Pages

(b)

Voting and Dispositive Power.

	(1)		Each of Mr. Ruzika and CSS Group has granted Coconut Palm Capital Investors I, Inc. (“Coconut Palm”) the sole power to vote their shares pursuant to proxy agreements that were executed by Mr. Ruzika and CSS Group, Inc. in connection with the Distribution, as described in Item 6 below.

	(2)		CSS Group has sole dispositive power with respect to 650,000 shares of Common Stock.

	(3)		Mr. Ruzika has sole dispositive power with respect to 942,643 shares of Common Stock. In addition, pursuant to the Voting Agreement, Mr. Ruzika may be deemed to have shared power to vote and be a member of a group that beneficially owns 7,378,474 shares pursuant to the Voting Agreement, but disclaims beneficial ownership of all such shares, except 70,422 shares he owns directly.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended to add the following:

As described in Item 4 above, Mr. Ruzika entered into the Voting Agreement in connection with the Purchase Agreement. Pursuant to the Voting Agreement, Mr. Ruzika agreed to vote his beneficially owned shares in favor of the Transaction.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS


Exhibit 1.		Voting Agreement, dated as of February 10, 2006, among the Company and the shareholders named therein (1).


		⁽¹⁾ Filed as Exhibit 10.2 to the Company’s Form 8-K filed on February 14, 2006 and incorporated herein by reference.


CUSIP No. 251588109		13D		Page 6 of 6 Pages

SIGNATURES

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.

Date: February 24, 2006



	/s/ Stephen J. Ruzika
	Stephen J. Ruzika


CSS GROUP, INC.
By:	/s/Stephen J. Ruzika
	Name:	Stephen J. Ruzika
	Title:	President

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001).


CUSIP No. 251588109					Page 2 of 6

	1.	Name of Reporting Person: STEPHEN J. RUZIKA			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): 00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: US

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: 7,378,474(1)

			9.	Sole Dispositive Power: 942,643(2)

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,378,474(1)(2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 75.1%

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 251588109					Page 3 of 6

	1.	Name of Reporting Person: CSS GROUP, INC.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): 00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 650,000

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 650,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 10.0%

	14.	Type of Reporting Person (See Instructions): CO