8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported) April 13, 2005

DEVCON INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

000-07152	59-0671992
(Commission File Number)	(IRS Employer Identification No.)

1350 East Newport Center Drive, Suite 201

Deerfield Beach, Florida 33442

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code (954) 429-1500

N/A

(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 2.02. Results of Operations and Financial Condition

On April 18, 2005, Devcon International Corp., a Florida corporation (the “Company”), issued a press release reporting its financial results for the year ended December 31, 2004. A copy of the press release, dated April 18, 2005, announcing, among other things, these financial results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Items 5.02 and 8.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers and Other Events

In April 2005, the Company reorganized its management structure. In connection with this management reorganization, Donald L. Smith, Jr., the Company’s Chairman and Chief Executive Officer will retire from his Chief Executive Officer position, effective April 18, 2005. Stephen J. Ruzika, the Company’s President will be the Company’s new Chief Executive Officer, effective April 18, 2005. In addition Ron G. Lakey, the Company’s Chief Financial Officer since February 2005, was appointed Vice President – Business Development of the Company, effective April 13, 2005. Robert C. Farenhem will become the Interim Chief Financial Officer, effective April 18, 2005.

Donald L. Smith, Jr., 83, a co-founder of the Company, has served as its Chairman of the Board and Chief Executive Officer since its formation in 1951. Effective April 18, 2005 Mr. Smith will retire from his Chief Executive Officer position. He also served as the Company’s President from 1951 until October 2004.

Stephen J. Ruzika, 49, has been the President of the Company since October 2004 and will be the Chief Executive Officer of the Company effective April 18, 2005. Mr. Ruzika has also been President of Devcon Security Holdings, Inc. since October 2004 and was the Executive Vice President of the Company from July 2004 to October 2004. Prior to that, from August 1998 to July 2004, Mr. Ruzika served as Chairman and Chief Executive Officer of Congress Security Services Inc. Congress, through its subsidiaries, including Security Equipment Company, Inc., which was acquired by the Company on July 30, 2004, provides employment screening and paperless workflow services to major corporate clients in North America. Prior to that, from November 1997 to August 1998, Mr. Ruzika served as Chief Executive Officer of Carlisle Holdings Limited (formerly known as BHI Incorporated), a Nasdaq-listed company. Mr. Ruzika is the former Chief Financial Officer (1989-1997) of ADT Limited and President of ADT Security Services, Inc., and has over 20 years of experience in the security services industry.

Ron G. Lakey, 50, has been Vice President – Business Development of the Company since April 13, 2005. Prior to that from February 2005 to April 2005 he served as Chief Financial Officer of the Company. From February 2004 until January 2005, Mr. Lakey served on the board of directors and as Chief Financial Officer of Alice Ink, Inc., a privately held consumer products company. From July 1987 to August 1997 he served in various financial and operational positions for various ADT Limited subsidiaries, including Chief Operating Officer for its operations in Canada and eleven European countries. Mr. Lakey has over 15 years of experience in the electronic security services industry. Prior to joining Alice Ink, Inc. and following his time at ADT, Mr. Lakey was retired.

Robert C. Farenhem, 34, will become the Interim Chief Financial Officer effective April 18, 2005. Mr. Farenhem is also a Principal and Chief Financial Officer of Royal Palm Capital Partners. He joined Royal Palm Capital Partners in April 2003. Prior to that, he was Executive

Vice President of Strategic Planning and Corporate Development for Bancshares of Florida and Chief Financial Officer for Bank of Florida from February 2002 through April 2003. Previously, Mr. Farenhem was an Investment Banker with Bank of America Securities from October 1988 through February 2002.

A copy of the press release dated April 18, 2005, announcing, among other things, the reorganization in the Company’s management structure is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 7.01 Regulation FD Disclosure

The Company is attaching a copy of a press release, dated April 18, 2005, announcing its financial results for the year ended December 31, 2004 and the reorganization in the Company’s management structure as Exhibit 99.1 and such press release is incorporated herein by this reference.

Item 9.01 Exhibits

99.1             Press Release dated April 18, 2005

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

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.
Dated: April 18, 2005	By:	/s/ Stephen J. Ruzika
	Name:	Stephen J. Ruzika
	Title:	Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 18, 2005

EX-99.1

Exhibit 99.1

news

1350 East Newport Center Drive, Suite 201, Deerfield Beach, FL 33442 • 954/429-1500 • 954/429-1506

FOR IMMEDIATE RELEASE	SYMBOL: DEVC
Monday, April 18, 2005	TRADED: Nasdaq

DEVCON REPORTS A $19.3 MILLION INCREASE IN 2004 NET INCOME,

INCLUDING AN $11 MILLION DOLLAR SETTLEMENT;

NAMES STEPHEN J. RUZIKA AS CHIEF EXECUTIVE OFFICER

DEERFIELD BEACH, Fla., Apr. 18—Devcon International Corp. (NASDAQ: DEVC) today reported an increase of $19.3 million in net income to $10.6 million ($2.09 per fully diluted share) for the year ended December 31, 2004 when compared to a net loss of $ 8.6 million ($ 2.57 per fully diluted share) for the previous year.

In 2004, revenue increased $13.8 million to $69.2 million, a 25 % increase when compared to 2003 revenue of $55.3 million. The operating loss decreased $6.4 million to $2.7 million when compared to the 2003 operating loss of $9.1 million. This significant improvement was principally a result of the Construction and Materials Divisions achieving a combined increase in gross margin of $7.6 million. During the fourth quarter of 2004 we announced the settlement of outstanding note receivables and various pending claims with the Government of Antigua and Barbuda, which resulted in other income amounting to $11.0 million.

The Construction Division continued to improve during 2004. Revenues increased by $7.9 million to $25.1 million when compared to $17.1 million during 2003. This division continued to experience improved revenue and related gross margin dollars in most of its operating areas, particularly the Bahamas. Currently, this division is expected to experience continued revenue growth accompanied by corresponding increases in aggregate gross margin dollars. However, due to the mix of projects currently being worked, accompanied by pending bids outstanding, the company currently anticipates that gross margin as a percentage of revenue may experience a minor decline in 2005.

The Materials Division revenue increased by $4.8 million to $43.0 million in 2004 when compared to $38.2 million in 2003. Operating losses decreased during the year, from $5.9 million in 2003 to $2.7 million in 2004, however this division did record an operating loss of $2.6 million in the fourth quarter of 2004 compared to an operating loss of $0.9 million during the comparable quarter of 2003. Operating results during the fourth quarter of 2004 were significantly affected by negative inventory variations, an impairment of certain assets used in operations, and an increase in bad debt expense relating to certain trade and notes receivable. The increase in bad debt expense is principally attributable to the division’s Sint Maarten and Antigua operations. The implementation of additional review procedures and improved financial controls, which should reduce these write-downs in the future, is underway. In addition, the company is in the process of reviewing in detail this division’s operations and, based upon the findings, will implement the necessary changes to improve profitability, which the company anticipates will be achieved through price increases, where appropriate, and operating expense reductions. Based upon the outcome of this review the company may pursue an orderly divestment of all or certain of these operations.

MORE. . .

PAGE 2 / DEVCON REPORTS A $19.3 MILLION INCREASE IN 2004 NET INCOME

Devcon also announced today that it has appointed Stephen J. Ruzika as Chief Executive Officer, succeeding Donald L. Smith, Jr. who will retire as of April 18, 2005, and retain the position of Chairman of the Board.

Mr. Ruzika, 49, has been the president of the company since October 2004 and will be the chief executive officer of the company effective April 18, 2005. Mr. Ruzika has served as president of Devcon Security Holdings, Inc. since August 2004. Prior to that Mr. Ruzika served as chairman and chief executive officer of Congress Security Services Inc. Congress, through its subsidiaries, including Security Equipment Company, Inc., which was acquired by the company on July 30, 2004, provides employment screening and paperless workflow services to major corporate clients in North America.

Prior to that Mr. Ruzika served as chief executive officer of Carlisle Holdings Limited (formerly known as BHI Incorporated), a Nasdaq-listed company. Mr. Ruzika is the former chief financial officer (1989-1997) of ADT Limited and president of ADT Security Services, Inc., and has over 20 years of experience in the security services industry.

Donald L. Smith Jr., 83, has served as chairman and chief executive officer of Devcon since founding the company in 1950. During his tenure, he has directed the company’s growth from its beginnings as a small south Florida contractor to a major provider of construction materials and construction contracting services in the eastern Caribbean.

“During his long tenure Don has led the company to enjoy good success which has resulted in Devcon having a strong market share in the construction and materials business in the Caribbean. Don has laid a good foundation upon which we can build and I am excited about working closely with Dave Rulien, the president of the Construction and Materials and Utilities Divisions, as well as with all members of the Devcon team in the years ahead,” Mr. Ruzika said.

In addition, Devcon has also announced the following changes in senior management: Ron G. Lakey was named Vice President of Business Development, effective April 13, 2005, and Robert C. Farenhem has been appointed the company’s interim Chief Financial Officer.

Mr. Lakey joined Devcon as its chief financial officer in February 2005. Prior to joining the company in February 2005, Mr. Lakey served on the Board of Directors and as chief financial officer of Alice Ink, Inc., a privately-held consumer products company. Mr. Lakey, from July 1987 to August 1997, served in various financial and operational positions for various subsidiaries of ADT Limited, the last being chief operating officer for its operations in Canada and 11 European countries.

Mr. Farenhem has been and is a principal and chief financial officer of Royal Palm Capital Partners, a private investment firm, since April 2003. Previously, Mr. Farenhem served as executive vice president of strategic planning and corporate development for Bancshares of Florida (NASDAQ: BOFL) and the chief financial officer for Bank of Florida from February 2002 to April 2003. Mr. Farenhem served as an investment banker with Bank of America Securities from October 1988 through February 2002.

“This is an exciting time for our company,” Mr. Smith said. “Steve’s continued leadership capabilities and broad experience should have an extraordinarily positive impact on our company’s growth. I am confident that his leadership as chief executive officer will position Devcon for its continued growth as a diversified services company.”

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PAGE 3 / DEVCON REPORTS A $19.3 MILLION INCREASE IN 2004 NET INCOME

About Devcon

Devcon has three operating divisions and an operating joint venture. The new Security Services Division provides electronic security services to commercial and residential customers in selected markets. The Construction Division dredges harbors, builds marine facilities, constructs golf courses and prepares residential, commercial and industrial sites, primarily in the Bahamas and the eastern Caribbean. The Materials Division produces and distributes crushed stone, ready-mix concrete and concrete block in the eastern Caribbean with principal operations on St. Croix and St. Thomas in the U.S. Virgin Islands, on St. Maarten in the Netherlands Antilles, on St. Martin in the French West Indies, on Puerto Rico, and on Antigua in the independent nation of Antigua and Barbuda. DevMat, an 80-percent-owned joint venture, was formed in 2003 to build, own and operate fresh water, waste water treatment and power systems.

Forward-Looking Statement

This press release may contain statements, which are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Devcon’s future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward looking words such as “anticipate,” “believe,” “could,” estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. You should not rely on forward-looking statements because Devcon’s actual results may differ materially from those indicated by these forward looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations effecting our business, and other risks and uncertainties discussed under the heading “Factors Affecting Our Operating Results, Financial Condition, Business Prospects and Market Price of Stock” in Devcon’s Annual Report on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission, and other reports Devcon files from time to time with the Securities and Exchange Commission. Devcon does not intend to and undertakes no duty to update the information contained in this press release.

The company’s fourth quarter conference call is scheduled for 10:00 a.m. ET Wednesday, April 20. The call may be accessed through a live webcast link on the company’s Internet home page, www.devc.com. The webcast will be archived and available on the company’s website for one month following each call.

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PAGE 4 / DEVCON REPORTS A $19.3 MILLION INCREASE IN 2004 NET INCOME

DEVCON INTERNATIONAL CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	2004			2003
Revenue
Materials revenue	$	41,061,332		$	35,407,375
Materials revenue, related party		1,918,593			2,801,872
Construction revenue		14,657,257			12,248,611
Construction revenue, related party		10,394,281			4,855,237
Security revenue		943,080			—
Other revenue		183,938			—
Total revenue		69,158,481			55,313,095
Cost of Sales
Cost of Materials		(36,083,264	)		(33,304,509	)
Cost of Construction		(17,547,373	)		(15,254,280	)
Cost of Security		(648,200	)		—
Cost of Other		(156,362	)		—
Gross profit		14,723,282			6,754,306
Operating expenses:
Selling, general and administrative		(15,141,900	)		(10,902,483	)
Severance and retirement		(1,655,968	)		(2,095,563	)
Impairment of assets		(621,926	)		(2,859,235	)
Operating (loss), as revised		(2,696,512	)		(9,102,975	)
Other income (expense):
Joint venture equity earnings		71,300			107,162
Interest expense		(164,051	)		(151,119	)
Interest income, receivables		2,631,398			2,444,541
Interest income, banks		265,491			167,349
Other income		—			305,744
Gain on Antigua Note		10,970,012			—
Income (loss) before taxes		11,077,638			(6,229,298	)
Income tax expense		(440,766	)		(2,388,157	)
Net income (loss)	$	10,636,872		$	(8,617,455	)
Income (loss) per common share–basic	$	2.44		$	(2.57	)
Income (loss) per common share–diluted	$	2.09		$	(2.57	)
Weighted average number of shares outstanding:
Basic		4,363,476			3,351,817
Diluted		5,096,566			3,351,817

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PAGE 5 / DEVCON REPORTS A $19.3 MILLION INCREASE IN 2004 NET INCOME

DEVCON INTERNATIONAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2004		December 31, 2003
ASSETS
Cash and cash equivalents	$	34,928,162	$	10,030,006
Accounts and notes receivable, net		12,561,575		12,638,671
Costs and estimated earnings in excess of billings		1,130,184		1,170,572
Inventories		3,324,237		3,386,930
Prepaid expenses		746,991		288,973
Prepaid taxes		4,401,480		—
Other current assets		4,427,077		515,219
Property, plant and equipment, net		27,745,082		23,949,269
Investments in unconsolidated joint ventures and affiliates, net		362,434		349,413
Notes receivable		3,318,464		10,919,100
Intangible assets, net of amortization		4,320,815		—
Goodwill		1,114,524		—
Other long-term assets		3,284,044		1,170,589
Total assets	$	101,665,069	$	64,418,742
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	19,460,364	$	12,190,803
Long-term debt, excluding current installments		564,440		2,424,144
Retirement and severance		4,012,596		3,094,580
Other long-term liabilities		644,751		1,160,147
Total stockholders’ equity		76,982,918		45,549,068
Total liabilities and stockholders’ equity	$	101,665,069	$	64,418,742

#####

FOR MORE INFORMATION:	Stephen J. Ruzika, CEO
	Devcon International Corp.
	954/429-1500
	-or-
	Investor Relations Consultants
	727/781-5577 or E-mail: devc@mindspring.com