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 and Exchange Act of 1934

Date of Report (date of earliest event reported): December 6, 2005

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.)

1350 East Newport Center Drive, Suite 201

Deerfield Beach, Florida 33442

(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))

Item 7.01. Regulation FD Disclosure

The Company is attaching a copy of a press release issued December 6, 2005 as Exhibit 99.1.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 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.

Item 9.01 Exhibits

99.1 Press Release issued December 6, 2005.

SIGNATURES

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

	DEVCON INTERNATIONAL CORP.
Dated: December 6, 2005	By:	/s/ Ron G. Lakey
		Ron G. Lakey
		Vice President of Business Development

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued December 6, 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
Tuesday, December 6, 2005	TRADED: Nasdaq

DEVCON SIGNS LETTER OF INTENT TO SELL ITS CONSTRUCTION AND REMAINING

MATERIALS OPERATIONS FOR $22 MILLION

DEERFIELD BEACH, Fla, December 6 —Devcon International Corp. (NASDAQ: DEVC) announces that it has executed a letter of intent to sell certain subsidiaries and net assets that collectively comprise the Company’s Construction Divisions, its remaining Materials operations and DevMat, an 80 percent-owned joint venture, to a private investment group for $22 million in cash, subject to certain adjustments.

The transaction is subject to the negotiation and execution of a definitive agreement, Devcon’s receiving an opinion that the transaction is fair to shareholders from a financial point of view, approval by the Company’s Board of Directors and other approvals which may be required. Based upon the purchase price agreed, the Company currently anticipates it will be recording an impairment charge of approximately $11 million during the fourth quarter of 2005 related to the assets being disposed.

Stephen J. Ruzika, Devcon President and CEO, stated, “This transaction if completed will finalize Devcon’s transformation into a security services company, in addition to supplying us with additional cash resources to expand our security services operations.” Mr. Ruzika added, “If this transaction is consummated, then, through a series of transactions, we will have realized approximately $44.3 million in value from our legacy operations which has or will be redeployed into security services.”

About Devcon

Devcon has three operating divisions. The Security Services Division provides electronic security services to commercial and residential customers in selected Florida 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 now produces and distributes crushed stone, ready-mix concrete and concrete block in the eastern Caribbean with principal operations, 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.

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

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PAGE 2 / DEVCON SIGNS LETTER OF INTENT

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 “Risks Related to our Business” in Devcon’s Form 10-K report for the period ending 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.

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