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): August 18, 2008

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)

Company’s telephone number, including area code (561) 208-7200

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 August 18, 2008, Devcon International Corp. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2008. A copy of the press release, dated August 18, 2008, announcing these financial results 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 August 18, 2008, announcing its financial results for the quarter ended June 30, 2008 as Exhibit 99.1 and such press release is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

Exhibit No.	Description
99.1	Press release dated August 18, 2008

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) that is furnished pursuant to Item 7.01 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEVCON INTERNATIONAL CORP.
Date: August 21, 2008	By:	/s/ Robert Farenhem
	Name:	Robert Farenhem
	Title:	President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated August 18, 2008

EX-99.1

Exhibit 99.1

595 South Federal Highway, Suite 500, Boca Raton, FL 33432 • 561-208-7200

FOR IMMEDIATE RELEASE	SYMBOL:DEVC.OB
August 18th, 2008	TRADED:OTCBB

DEVCON INTERNATIONAL CORP. REPORTS

SECOND QUARTER 2008 FINANCIAL RESULTS

Boca Raton, FL August 18th, 2008- Devcon International Corp. (OTCBB: DEVC) today announced its second quarter financial results for the period ended June 30, 2008.

The Company reported revenues from continuing operations of $13.9 million for the second quarter of 2008, compared to revenues of $13.8 million for the same period last year. Net loss from continuing operations for the quarter ended June 30, 2008 was $(3.6) million or $(0.61) per fully diluted share, compared to a net loss from continuing operations of $(2.4) million, or ($0.39) per fully diluted share for the second quarter of 2007.

The $1.2 million increase in net loss from continuing operations for the quarter ended June 30, 2008 versus the quarter ended June 30, 2007 is primarily a result of the following factors:

- A decrease in other income of $2.7 million related to the change in the fair value of the derivative instrument when performing a quarter over quarter comparison

- The realized tax benefit of $0.4 million during the quarter ended June 30, 2007.

- A net reduction in SG&A and depreciation and amortization of $1.8 million.

Revenues from continuing operations were $27.6 million for the six months ended June 30, 2008 compared to revenues of $28.0 million for the six months ended June 30, 2007. The Company reported a net loss from continuing operations for the six month period ended June 30, 2008 of $(8.3) million or $(1.40) per fully diluted share, compared to a net loss from continuing operations of $(8.6) million, or ($1.39) per fully diluted share for the first six months of 2007.

The $0.3 million decrease in net loss from continuing operations for the six months ended June 30, 2008 versus the six months ended June 30, 2007 primarily resulted from the following:

- A decrease in revenue of $0.3 million resulting from the softening of the housing market which impacted our new construction division along with an increase in cost of sales of $0.3 million due to an increase in service related expenses.

- A reduction in SG&A, as well as depreciation and amortization of approximately $2.9 million.

- A realized tax benefit of $1.0 million for the six months ended June 30, 2007 compared to $3,000 of expense for the six months ended June 30, 2008.

- A decrease in other income of $1.2 million related to the change in the fair value of the derivative instrument when performing a six month comparison.

Robert C. Farenhem, the Company’s President, stated: “We continue to focus on improving our efficiency and profitability after successfully integrating our back office systems. During the second quarter we have started to see these efforts reflected in our operating results.”

Management will host a conference call for investors on Tuesday, August 19, 2008 at 9:00AM EDT /6:00AM PDT. Parties interested in listening to the conference call should call 800-240-6709. International callers should dial 303-262-2140. A replay will be available for 30 days on the Company’s website http://www.devcon-security.com

About Devcon

Devcon International’s wholly-owned subsidiary, Devcon Security (http://www.devcon-security.com/), is a leading provider of installation, monitoring and related electronic security services, currently monitoring more than 140,000 commercial and residential sites in Florida, New York City and Staten Island. Since February, 2005, Devcon has made 3 significant acquisitions of full-service electronic security services companies with significant concentrations throughout Florida and the New York Metropolitan region. Currently, Devcon Security Services Corp. is the second largest security monitoring and alarm company in Florida and the eleventh largest in the U.S.

Forward-Looking Statements

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 “Item 1A – Risk Factors” in Devcon’s Annual Report on Form 10-K for the period ended December 31, 2007 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.

INVESTOR CONTACT

Marilynn Meek

Financial Relations Board

212-827-3773

mmeek@frbir.com

-Financial Tables Follow-

DEVCON INTERNATIONAL CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts shown in thousands except share and per share data)

	For the three months Ended June 30,
	2008			2007
Revenue	$	13,901		$	13,797
Cost of Sales		6,220			6,030
Gross profit		7,681			7,767
Operating expenses
Selling		892			1,141
General & administrative		4,176			5,490
Depreciation and amortization		4,171			4,387
Operating loss		(1,558	)		(3,251	)
Other income (expense)
Interest expense		(2,401	)		(2,586	)
Interest income		5			47
Change in fair value of derivative instrument		336			3,004
Loss from continuing operations before income taxes		(3,618	)		(2,786	)
Income tax (benefit) provision		—			(373	)
Net loss from continuing operations		(3,618	)		(2,413	)
(Loss) from discontinued operations, net of income tax (benefit) expense of zero for the three months ended June 30, 2008 and 2007, respectively		(365	)		(3,040	)
Net loss	$	(3,983	)	$	(5,453	)
Preferred dividends		(1,074	)		(1,146	)
Accretion of Preferred Stock		(180	)		(216	)
Net loss available for common stockholders	$	(5,237	)	$	(6,815	)
Basic and diluted (loss) per share:
Continuing operations	$	(0.61	)	$	(0.39	)
Discontinued operations	$	(0.06	)	$	(0.49	)
Net loss	$	(0.67	)	$	(0.88	)
Net loss available for common stockholders	$	(0.88	)	$	(1.09	)
Weighted average number of shares outstanding:
Basic		5,949,278			6,227,746
Diluted		5,949,278			6,227,746

DEVCON INTERNATIONAL CORP.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts shown in thousands except share and per share data)

	For the six months Ended June 30,
	2008			2007
Revenue	$	27,617		$	27,982
Cost of Sales		12,371			12,094
Gross profit		15,246			15,888
Operating expenses
Selling		2,127			2,482
General & administrative		8,875			10,941
Depreciation and amortization		8,336			8,885
Operating loss		(4,092	)		(6,420	)
Other income (expense)
Interest expense		(4,963	)		(5,244	)
Interest income		16			86
Change in fair value of derivative instrument		732			1,944
Loss from continuing operations before income taxes		(8,307	)		(9,634	)
Income tax (benefit) provision		3			(987	)
Net loss from continuing operations		(8,310	)		(8,647	)
(Loss) from discontinued operations, net of income tax (benefit) expense of zero and $(48) for the six months ended June 30, 2008 and 2007, respectively		(1,627	)		(3,688	)
Net loss	$	(9,937	)	$	(12,335	)
Preferred dividends		(2,122	)		(2,271	)
Accretion of Preferred Stock		(360	)		(421	)
Net loss available for common stockholders	$	(12,419	)	$	(15,027	)
Basic and diluted (loss) per share:
Continuing operations	$	(1.40	)	$	(1.39	)
Discontinued operations	$	(0.27	)	$	(0.59	)
Net loss	$	(1.67	)	$	(1.99	)
Net loss available for common stockholders	$	(2.09	)	$	(2.42	)
Weighted average number of shares outstanding:
Basic		5,949,278			6,213,885
Diluted		5,949,278			6,213,885

DEVCON INTERNATIONAL CORP.

AND SUBSIDIARIES

Condensed Balance Sheet

(Amounts in thousands)

	June 30, 2008			December 31, 2007
Working capital	$	(40,854	)	$	2,203
Total assets	$	173,546		$	179,785
Long term debt, excluding current portion	$	95,520		$	94,440
Stockholder’s equity	$	(5,815	)	$	5,205