UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DEVCON INTERNATIONAL CORP.
(Name of issuer)
Common Stock, $.10 Par Value
(Title of class of securities)
251588 10 9
(CUSIP number)
Robert L. Grossman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
(Name, address and telephone number of person
authorized to receive notices and communications)
November 22, 1995
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [X]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
SCHEDULE 13D
CUSIP No. 251588 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smithcon Family Investments, Ltd
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER 0
NUMBER OF
SHARES 8. SHARED VOTING POWER 931,372
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING 10. SHARED DISPOSITIVE POWER 931,372
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,372
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
14. TYPE OF REPORTING PERSON
PN
</TABLE>
Item 1. Security and Issuer.
This Statement relates to the Common Stock of Devcon
International Corp. The executive offices of Devcon
International Corp. ("Devcon") are located at 1350 East
Newport Center Drive, Suite 201, Deerfield Beach, Florida
33442.
Item 2. Identity and Background.
Smithcon Family Investments, Ltd.
The entity filing this Statement is Smithcon Family
Investments, Ltd. (the "Partnership"), a Florida limited
partnership, which holds stock for investment purposes. The
Partnership's principal offices are located at 1350 East
Newport Center Drive, Suite 201, Deerfield Beach, Florida
33442.
The Partnership has not been convicted in a criminal
proceeding in the last five years.
The Partnership has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or
final order enjoining future violations of, or which
prohibited or mandated activities subject to Federal or state
securities laws or found any violation with respect to such
laws during the last five years.
The Partnership is a United States partnership.
Smithcon Investments, Inc.
Smithcon Investments, Inc. (the "Corporation"), a Florida
corporation, is the general partner of the Partnership. The
Corporation's principal offices are located at 1350 East
Newport Center Drive, Suite 201, Deerfield Beach, Florida
33442.
The Corporation has not been convicted in a criminal
proceeding in the last five years.
The Corporation has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or
final order enjoining future violations of, or which
prohibited or mandated activities subject to Federal or state
securities laws or found any violation with respect to such
laws during the last five years.
The Corporation is a United States corporation.
Donald L. Smith, Jr.
Donald L. Smith, Jr. is the sole shareholder and President of
the Corporation, which is the general partner of the
Partnership. Mr. Smith's business address is 1350 East
Newport Center Drive, Suite 201, Deerfield Beach, Florida
33442. His principal occupation is as Chairman of the Board
and President of Devcon.
Mr. Smith has not been convicted in a criminal proceeding in
the last five years.
Mr. Smith has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or
final order enjoining future violations of, or which
prohibited or mandated activities subject to Federal or state
securities laws or found any violation with respect to such
laws during the last five years.
Mr. Smith is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Partnership
The Partnership received the following capital contributions
in exchange for the indicated percentage of Partnership
interests: (i) Mr. Donald L. Smith, Jr. contributed 922,058
shares of Devcon Common Stock in exchange for a majority
interest in the Partnership and (ii) the Corporation
contributed 9,314 shares of Devcon Common Stock in exchange
for a minority interest in the Partnership.
Corporation
The Corporation received 27,942 shares of Devcon Common Stock
from Donald L. Smith, Jr. in exchange for 100% of the
Corporation's capital stock (as indicated above, 9,314 of
such shares of Devcon Common Stock were contributed to the
Partnership).
Donald L. Smith
Mr. Smith's contributions of Devcon Common Stock to the
Partnership and the Corporation were derived from holdings
acquired since the formation of Devcon as reported on Mr.
Smith's individual Schedule 13G.
Item 4. Purpose of Transaction.
Partnership
The purpose of the creation of the Partnership and the
corresponding contributions of Devcon Common Stock as set
forth in Item 3 herein was family financial planning.
The acquisition of the Devcon Common Stock by the Partnership
will not:
(a) result in the acquisition by any person of additional
securities of Devcon, or the disposition of securities of
Devcon.
(b) result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving Devcon
or any of its subsidiaries.
(c) result in the sale or transfer of a material amount of
assets of Devcon or any of its subsidiaries.
(d) result in any change in the present board of directors or
management of Devcon, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board.
(e) result in any material change in the present
capitalization or dividend policy of Devcon.
(f) result in any other material change in Devcon's business
or corporate structure.
(g) result in changes in Devcon's certificate of
incorporation or bylaws or other actions which may impede
the acquisition of control of Devcon by any person.
(h) result in causing a class of securities of Devcon to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i) result in a class of equity securities of Devcon becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended.
(j) result in any action similar to those enumerated above.
Corporation
The acquisition by the Corporation of the sole general
partnership interest in the Partnership will not:
(a) result in the acquisition by any person of additional
securities of Devcon, or the disposition of securities of
Devcon.
(b) result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving Devcon
or any of its subsidiaries.
(c) result in the sale or transfer of a material amount of
assets of Devcon or any of its subsidiaries.
(d) result in any change in the present board of directors or
management of Devcon, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board.
(e) result in any material change in the present
capitalization or dividend policy of Devcon.
(f) result in any other material change in Devcon's business
or corporate structure.
(g) result in changes in Devcon's certificate of
incorporation or bylaws or other actions which may impede
the acquisition of control of Devcon by any person.
(h) result in causing a class of securities of Devcon to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i) result in a class of equity securities of Devcon becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended.
(j) The acquisition of an interest in the shares of Devcon
Common Stock held by the Partnership by the Corporation
will not result in any action similar to those enumerated
above.
Donald L. Smith, Jr.
Mr. Smith's transfer of 950,000 shares of Devcon Common Stock
in connection with the formation of the Partnership and the
Corporation will not:
(a) result in the acquisition by any person of additional
securities of Devcon, or the disposition of securities of
Devcon.
(b) result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving Devcon
or any of its subsidiaries.
(c) result in the sale or transfer of a material amount of
assets of Devcon or any of its subsidiaries.
(d) result in any change in the present board of directors or
management of Devcon, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board.
(e) result in any material change in the present
capitalization or dividend policy of Devcon.
(f) result in any other material change in Devcon's business
or corporate structure.
(g) result in changes in Devcon's certificate of
incorporation or bylaws or other actions which may impede
the acquisition of control of Devcon by any person.
(h) result in causing a class of securities of Devcon to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i) result in a class of equity securities of Devcon becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended.
(j) result in any action similar to those enumerated above.
Item 5. Interest in Securities of Issuer.
(a) The Partnership owns 931,372 shares of Devcon Common
Stock, or 21% of the issued and outstanding shares of such
stock.
The Corporation, as the sole general partner of the
Partnership, has the power to vote and dispose of the Devcon
Common Stock held by the Partnership and therefore, in
accordance with Rule 13d-3 of the Securities Exchange Act of
1934, is deemed the beneficial owner of all 931,372 shares of
Devcon Common Stock held by the Partnership. In addition,
the Corporation directly owns 18,628 shares of Devcon Common
Stock. The Corporation's aggregate beneficial ownership of
Devcon Common Stock is 950,000 shares or 21.4% of the issued
and outstanding shares of such stock.
Donald L. Smith, Jr., as the sole shareholder, officer and
director of the Corporation, has the power to vote and
dispose of all voting common stock either owned or controlled
by the Corporation, and therefore, in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, is deemed the
beneficial owner of all 931,372 shares of Devcon Common Stock
held by the Partnership which is controlled by the
Corporation. In addition, Mr. Smith directly owns 189,431
shares of Devcon Common Stock and currently exercisable
options to purchase 75,000 shares of Devcon Common Stock.
Mr. Smith's aggregate beneficial ownership of Devcon Common
Stock is 1,214,431 shares or 26.95 % of the issued and
outstanding shares of such stock.
(b) The Partnership has shared power to vote and dispose of
the 931,372 shares of Devcon Common Stock held by it.
The Corporation, as general partner of the Partnership, has
the power to vote and dispose of the 931,372 shares of Devcon
Common Stock held by the Partnership and the 9,314 shares of
Devcon Common Stock it holds directly.
Donald L. Smith, Jr., as the sole shareholder and chief
executive officer of the Corporation, which is the general
partner of the Partnership, has the power to direct the vote
and disposition of the 931,372 shares of Devcon Common Stock
held by the Partnership, the 18,628 shares of Devcon Common
Stock held by the Corporation, and the 189,431 shares of
Devcon Common Stock he holds directly.
(c) On November 22, 1995, Donald L. Smith, Jr. contributed
(i) 922,058 shares of Devcon Common Stock to the Partnership
in exchange for a majority interest in the Partnership; and
(ii) 27,942 shares of Devcon Common Stock to the Corporation
in exchange for 100% of the Corporation's capital stock (in
turn, the Corporation contributed 9,314 shares of the Devcon
Common Stock received from Mr. Smith to the Partnership in
exchange for a minority interest in the Partnership).
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from or the
proceeds from the sale of, the securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Partnership is governed by a limited partnership
agreement dated November 22, 1995 (the "Agreement") among the
Partnership, the Corporation, as general partner, and Donald
L. Smith, Jr. The Agreement sets forth the terms and
conditions of the operation of the Partnership, and provides
that the general partner thereof has all of the powers and
rights of a general partner under the Florida Revised Uniform
Limited Partnership Act (1986), as amended.
Mr. Smith holds an option (the "Option") to purchase 75,000
shares of Devcon Common Stock at an exercise price of $2.33
per share; such option became exercisable on July 1, 1990 and
expires on October 14, 1996. Mr. Smith has granted an option
to the Executive Vice President and Director of Devcon, to
purchase up to 30,000 shares of Devcon Common Stock issuable
to Mr. Smith upon exercise of the Option, at an exercise
price of $2.33 per share. As of the date hereof, such option
is not exercisable.
Item 7. Material to be Filed as Exhibits.
(a) Assignment and Assumption Agreement, dated November 22,
1995, between Donald L. Smith, Jr. and the Partnership.
(b) Assignment and Assumption Agreement, dated November 22,
1995, between the Corporation and the Partnership.
SIGNATURE
After reasonable inquiry and to the best of knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
November 22, 1995
(Date)
/s/Donald L. Smith, Jr.
Donald L. Smith, Jr., President
of Smithcon Investments, Inc.,
signing as the general partner
of Smithcon Family Investments,
Ltd.
INDEX TO EXHIBITS
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Exhibit No. Description Sequential Page No.
2.1 Assignment and Assumption 11
Agreement, dated
November 22, 1995, between
Donald L. Smith, Jr. and
Smithcon Family Investments,
Ltd.
2.2 Assignment and Assumption 16
Agreement, dated
November 22, 1995, between
Smithcon Investments, Inc.
and Smithcon Family Invest-
ments, Ltd.
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EXHIBIT 2.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment")
is made as of this 22nd day of November, 1995 by and between DONALD
L. SMITH, JR. ("Assignor") and SMITHCON FAMILY INVESTMENTS, LTD.
(the "Assignee").
R E C I T A T I O N S
The Assignor has agreed to transfer the assets set forth on
Exhibit "A" attached hereto (the "Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a ninety-nine and NO/100 percent (99.0%) partnership
interest in the Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitations set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and assumes all of the
duties, responsibilities, liabilities and obligations attributable
to the Partnership Interest.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
WITNESSES: ASSIGNOR:
/s/DONALD L. SMITH, JR.
DONALD L. SMITH, JR.
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS,
LTD., a Florida limited
partnership
By: Smithcon Investments,
Inc.,
a Florida corporation
By:/s/Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
922,058 shares of common stock of Devcon International Corp.
EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment")
is made as of this 22nd day of November, 1995 by and between
SMITHCON INVESTMENTS, INC. ("Assignor") and SMITHCON FAMILY
INVESTMENTS, LTD. (the "Assignee").
R E C I T A T I O N S
The Assignor has agreed to assign the assets set forth on
Exhibit "A" attached hereto (the Assets") to the Assignee, and the
Assignee has agreed to accept the Assets from the Assignor, in
exchange for a one percent (1%) partnership interest in the
Assignee (the "Partnership Interest").
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the recitations set forth hereinabove, the
mutual promises and covenants hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the parties to this Assignment, intending
legally to be bound, hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and sets
over unto the Assignee all of the Assignor's right, title and
interest in and to the Assets.
2. The Assignee hereby accepts the assignment of the Assets
from the Assignor and assumes all of the duties, responsibilities,
liabilities and obligations attributable to the Assets.
3. The Assignee hereby assigns, transfers, conveys and sets
over unto the Assignor all of the Assignee's right, title and
interest in and to the Partnership Interest.
4. The Assignor hereby accepts the assignment of the
Partnership Interest from the Assignee and assumes all of the
duties, responsibilities, liabilities and obligations attributable
to the Partnership Interest.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment and Assumption Agreement the day and year first above
written.
WITNESSES: ASSIGNOR:
SMITHCON INVESTMENTS, INC., a
Florida corporation
By:/s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
ASSIGNEE:
SMITHCON FAMILY INVESTMENTS,
LTD., a Florida limited
partnership
By: Smithcon Investments,
Inc.,
a Florida corporation
By:/s/Donald L. Smith, Jr.
Donald L. Smith, Jr.
President
EXHIBIT "A"
ASSETS
9,314 shares of common stock of Devcon International Corp.
