UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): March 6, 2006
DEVCON INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 000-07152 | 59-0671992 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
595 South Federal Highway, Suite 500
Boca Raton, Florida 33432
(Address of principal executive office)
Registrant’s telephone number, including area code (954) 429-1500
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)) |
EXPLANATORY NOTE
This current report on Form 8-K/A amends and supplements a current report on Form 8-K filed by Devcon International Corp., a Florida corporation (“Devcon”), through Devcon Security Holdings, Inc. (“Devcon Security”), one of its wholly owned subsidiaries, on March 8, 2006 in connection with the purchase on March 6, 2006 of all of the issued and outstanding capital stock of Guardian International, Inc., a Florida corporation (“Guardian”).
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The following financial statements filed as Exhibit 99.1 hereto are incorporated herein by reference:
| Exhibit 99.1 Page | ||
| Guardian International, Inc. — Consolidated Financial Statements |
||
| Report of Independent Certified Public Accountants |
||
| Consolidated Balance Sheet as of December 31, 2005 and December 31, 2004 |
1 | |
| Consolidated Statements of Operations for the years ended December 31, 2005 and December 31, 2004 |
2 | |
| Consolidated Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2005 and December 31, 2004 |
3 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2005 and December 31, 2004 |
4 | |
| Notes to Consolidated Financial Statements for the years ended December 31, 2005 and December 31, 2004 |
6 |
(b) Pro Forma Financial Information
The following financial statements filed as Exhibit 99.2 hereto are incorporated herein by reference:
| Exhibit 99.2 Page | ||
| Devcon International Corp. — Pro Forma Condensed Consolidated Financial Statements |
||
| Unaudited Pro Forma Condensed Consolidated Financial Statements – Basis of Presentation |
1 | |
| Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 (Unaudited) |
2 | |
| Pro Forma Consolidated Balance Sheet as of December 31, 2005 (Unaudited) |
3 | |
| Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) |
5 |
(c) Exhibits
| Exhibit No. | Document | |
| 2.1 | Agreement and Plan of Merger, dated as of November 9, 2005, by and among the Company, Devcon Acquisition, Inc. and Guardian International, Inc. (incorporated by reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2005). | |
| 10.1 | Form of Promissory Note (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2006). | |
| 10.2 | Amendment to Promissory Note (HBK Main Street Investments L.P.) (incorporated by reference to Exhibit 10.46 filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2006). | |
| 10.3 | Amendment to Promissory Note (CS Equity II LLC) (incorporated by reference to Exhibit 10.47 filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2006). | |
| 10.4 | Amendment to Promissory Note (Castlerigg Master Investments Ltd.) (incorporated by reference to Exhibit 10.48 filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2006). | |
| 10.5 | Second Amendment to Promissory Note (HBK Main Street Investments L.P.) (incorporated by reference to Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 22, 2006). | |
| 10.6 | Second Amendment to Promissory Note (CS Equity II LLC) .) (incorporated by reference to Exhibit 10.3 filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 22, 2006). | |
| 10.7 | Second Amendment to Promissory Note (Castlerigg Master Investments Ltd.) .) (incorporated by reference to Exhibit 10.4 filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 22, 2006). | |
| 10.8 | Form of Warrant (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2006). | |
| 10.9 | Securities Purchase Agreement, dated as of February 10, 2006, among the Company and the buyers named therein (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2005). | |
| 10.10 | Amendment to Securities Purchase Agreement, dated as of February 24, 2006 (incorporated by reference to Exhibit 10.45 filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2006). | |
| 10.11 | Second Amendment to Securities Purchase Agreement, dated as of May 10, 2006, by and among the Company and the Investors set forth therein (incorporated by reference to Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 22, 2006). | |
| 23.1 | Consent of McKean, Paul, Chrycy, Fletcher & Co. | |
| 99.1 | Guardian International, Inc. Consolidated Financial Statements. | |
| 99.2 | Devcon International Corp. Unaudited Consolidated Pro Forma Data. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEVCON INTERNATIONAL CORP. | ||||
| Date: May 22, 2006 | By: | /s/ Stephen J. Ruzika | ||
| Stephen J. Ruzika | ||||
| Chief Executive Officer and President | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of McKean, Paul, Chrycy, Fletcher & Co. | |
| 99.1 | Guardian International, Inc. Consolidated Financial Statements | |
| 99.2 | Devcon International Corp. Unaudited Consolidated Pro Forma Data | |
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