As filed with the Securities and Exchange Commission
on May 23, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DEVCON INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 59-0671992
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1350 E. NEWPORT CENTER DR., SUITE 201
DEERFIELD BEACH, FLORIDA 33442
(Address of Principal Executive Offices)
DEVCON INTERNATIONAL CORP. 1992 STOCK OPTION PLAN, AS AMENDED
DEVCON INTERNATIONAL CORP. DIRECTORS STOCK OPTION PLAN
(Full title of the Plans)
DONALD L. SMITH, JR.
PRESIDENT
DEVCON INTERNATIONAL CORP.
1350 E. NEWPORT CENTER DR., SUITE 201
DEERFIELD BEACH, FLORIDA 33442
(Name and address of agent for service)
(305) 429-1500
(Telephone number, including area code, of agent for service)
Copy to:
Robert L. Grossman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0756
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (2) fee
Common Stock, 400,000
$.01 par value shares $6.25 - $14.00 $3,241,000 $1,117.59
</TABLE>
(1) Estimated solely for purpose of calculating the registration
fee.
(2) Computed in accordance with Rule 457(h) on the basis of (i)
the actual exercise price of $9.625 for an aggregate of
40,000 options to purchase Common Stock being registered,
which have already been granted under the Devcon
International Corp. 1992 Stock Option Plan, as Amended, (ii)
the actual prices of $14.00, $6.25 and $8.75 for 24,000,
3,000 and 3,000 options, respectively, to purchase Common
Stock being registered, which have already been granted under
the Devcon International Corp. 1992 Directors Stock Option
Plan, and (iii) the average of the bid and ask prices of the
Common Stock on May 19, 1995 ($7.50) with respect to (a)
310,000 shares of Common Stock subject to future grants of
options under the Devcon International Corp. 1992 Stock
Option Plan, as Amended and (b) 20,000 shares of Common Stock
subject to future grants of options under the Devcon
International Corp. 1992 Directors Stock Option Plan.
Page 1 of 10 Pages
Exhibit Index at Page 5
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents:
(i) the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(ii) all other documents filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of fiscal year 1994; and
(iii) the description of the Registrant's Common Stock
contained in the Registrant's registration statement on Form
8-A filed with the Commission on April 30, 1973, as amended on
June 11, 1973, and as such description is updated in any
additional amendment to such Form 8-A.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant has authority under Section 607.0850 of
the Florida Business Corporation Act to indemnify its directors and
officers to the extent provided for in such statute.
The provisions of the Florida Business Corporation Act
that authorize indemnification do not eliminate the duty of care of
a director, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain
available under Florida law. In addition, each director is subject
to liability for (a) violations of criminal laws, unless the
director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c)
voting for or assenting to an unlawful distribution and (d) willful
misconduct or conscious disregard for the best interests of the
Registrant in a proceeding by or in the right of the Registrant to
procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal
securities laws.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which
indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification
by any officer or director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See "Exhibit Index" on page 5 below.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Deerfield Beach, State of Florida on this 18th day of May,
1995.
DEVCON INTERNATIONAL CORP.
By: /s/ DONALD L. SMITH, JR.
Donald L. Smith, Jr.,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Donald L.
Smith, Jr. his true and lawful attorney-in-fact, acting alone, with
full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or
all amendments, including any post-effective amendments, to this
Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute, acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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<S> <C> <C>
Signature Title Date
/s/ DONALD L. SMITH, JR.
Donald L. Smith, Jr. President and May 18, 1995
Director (principal
executive officer)
/s/ WALTER B. BARRETT
Walter B. Barrett Chief Financial Officer May 18, 1995
and Treasurer (principal
financial and accounting
officer)
/s/ RICHARD L. HORNSBY
Richard L. Hornsby Executive Vice President May 18, 1995
and Director
/s/ ROBERT L. KESTER
Robert L. Kester Director May 18, 1995
/s/ ALEC P. COURTELIS
Alec P. Courtelis Director May 18, 1995
/s/ ROBERT A. STEELE
Robert A. Steele Director May 18, 1995
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EXHIBIT INDEX
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Sequential
Page
Exhibit Description Number
4.1 Registrant's Restated Articles of
Incorporation(1)(3.1) --
4.2 Registrant's Bylaws(2)(3.2) --
4.3 Registrant's 1992 Stock Option Plan,
as Amended(3)(A) --
4.4 Registrant's 1992 Directors Stock Option
Plan(4)(B) --
5 Opinion of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A. 7
23.1 Consent of KPMG Peat Marwick 10
23.2 Consent of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A. is contained
in its opinion included as Exhibit 5 hereof --
24 Power of Attorney is included in the
Signatures section of this Registration
Statement --
</TABLE>
(1) Incorporated by reference to the exhibit shown in the
parenthesis and filed with the Registrant's Registration
Statement on Form S-2 (No. 33-31107).
(2) Incorporated by reference to the exhibit shown in the
parenthesis and filed with the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1989.
(3) Incorporated by reference to the exhibit shown in parenthesis
and filed with the Registrant's Proxy Statement dated May 10,
1993.
(4) Incorporated by reference to the exhibit shown in parenthesis
and filed with the Registrant's Proxy Statement dated May 6,
1992.
EXHIBIT 5
May 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 for Devcon
International Corp.'s 1992 Stock Option Plan, as amended,
and 1992 Directors Stock Option Plan
Ladies and Gentlemen:
On the date hereof, Devcon International Corp., a Florida
corporation (the "Company"), sent for filing with the Securities
and Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the
offering and sale by the Company of up to 400,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), pursuant to stock options ("Options") granted or to be
granted under the Company's 1992 Stock Option Plan, as amended (the
"1992 Plan"), and the 1992 Directors Stock Option Plan (the
"Directors Plan"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration
Statement.
In connection therewith, we have examined and relied upon the
original or a copy, certified to our satisfaction, of (i) the
Articles of Incorporation and Bylaws of the Company; (ii) records
of corporate proceedings of the Company authorizing the 1992 Plan
and the Directors Plan and related matters; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the
opinions herein contained. In making the foregoing examinations,
we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents,
records and instruments.
Based upon the foregoing examination, we are of the opinion
that the Company presently has available at least 400,000 shares of
authorized and unissued Common Stock from which the 400,000 shares
of Common Stock proposed to be sold pursuant to the exercise of
Options granted under the 1992 Plan and the Directors Plan may be
issued. In addition, assuming that the Company maintains an
adequate number of authorized but unissued shares of Common Stock
available for issuance to those persons who choose to exercise
their Options, and that the consideration for the underlying shares
of Common Stock issued pursuant to the Options is actually received
by the Company as provided in the 1992 Plan and the Directors Plan,
we are of the opinion that the shares of Common Stock issued
pursuant to the exercise of Options granted under and in accordance
with the terms of the 1992 Plan and the Directors Plan will be duly
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not
admit that we come within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
By:/s/Robert L. Grossman
Robert L. Grossman
EXHIBIT 23.1
ACCOUNTANT'S CONSENT
The Board of Directors
Devcon International Corp. and Subsidiaries:
We consent to incorporation by reference in the registration
statement on Form S-8 of Devcon International Corp. and
Subsidiaries of our report dated March 24, 1995, relating to the
consolidated balance sheets of Devcon International Corp. and
Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the three year period ended
December 31, 1994, which report appears in the December 31, 1994
annual report on Form 10-K of Devcon International Corp. and
Subsidiaries. As discussed in note 1(j) to the consolidated
financial statements, the Company adopted the provisions of the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, in 1993.
KPMG Peat Marwick LLP
May 12, 1995 One Biscayne Tower
Suite 2900
2 South Biscayne Boulevard
Miami, Florida 33131
