SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DEVCON INTERNATIONAL CORP.
(Name of Registrant as Specified in Its Charter)
DEVCON INTERNATIONAL CORP.
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions apply:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
DEVCON INTERNATIONAL CORP.
1350 EAST NEWPORT CENTER DRIVE, SUITE 201
DEERFIELD BEACH, FLORIDA 33442
----------
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 1996
----------
To the shareholders of
Devcon International Corp.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of
Devcon International Corp., a Florida corporation (the "Company"), will be
held at the Deerfield Beach Hilton, Hillsboro Executive Center North, 100
Fairway Drive, Deerfield Beach, Florida on Friday, June 21, 1996 at 3:00
p.m., local time, for the following purposes:
1. To elect five persons to the Company's Board of Directors to hold
office until their terms shall expire or until their successors are duly
elected and qualified;
2. To ratify the reappointment of KPMG Peat Marwick, independent
certified public accountants, as the Company's auditor for 1996; and
3. To transact such other business as may properly come before the
meeting and any and all adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 13, 1996 as
the record date for determining those shareholders entitled to notice of and
to vote at the 1996 Annual Meeting and any adjournments or postponements
thereof.
Whether or not you expect to be present at the meeting, please sign, date
and return the enclosed proxy card as promptly as possible in the enclosed
pre-addressed stamped envelope.
By Order of the Board of Directors,
/s/ DONALD L. SMITH, JR.
Donald L. Smith, Jr., President
Deerfield Beach, Florida
May 29, 1996
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY
NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES
IN PERSON.
<PAGE>
1996 ANNUAL MEETING OF SHAREHOLDERS
OF
DEVCON INTERNATIONAL CORP.
----------
PROXY STATEMENT
----------
DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Devcon International Corp., a Florida corporation
(the "Company"), of proxies from the holders of the Company's Common Stock,
par value $0.10 per share (the "Common Stock"), for use at the 1996 Annual
Meeting of Shareholders of the Company to be held on June 21, 1996, and any
adjournments thereof (the "Annual Meeting"), pursuant to the enclosed Notice
of Annual Meeting. It is expected that this Proxy Statement and the enclosed
form of proxy will be first mailed to shareholders of the Company on or about
May 29, 1996. The complete mailing address, including zip code, of the
Company's principal executive offices is 1350 East Newport Center Drive,
Suite 201, Deerfield Beach, Florida 33442.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in
person should any shareholder giving a proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the
Company's Secretary at the Company's headquarters a written revocation or
duly executed proxy bearing a later date. No revocation will be effective,
however, until written notice of the revocation is received by the Company at
or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be
borne by the Company. In addition to the use of mail, employees of the
Company may solicit proxies personally and by telephone and telegraph. They
will receive no compensation therefor in addition to their regular salaries.
The Company may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and
to request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in so doing.
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and vote
upon the following matters:
1. The election of five directors to serve until the next annual meeting
of shareholders or until their successors are duly elected and
qualified;
2. The ratification of the reappointment of KPMG Peat Marwick,
independent certified public accountants, as the Company's auditor
for 1996; and
3. Such other business as may properly come before the Annual Meeting,
including any adjournments or postponements thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation
(and which have not been revoked in accordance with the procedures set forth
above) will be voted (a) for the election of the five nominees for director
named below, and (b) in favor of all other proposals described on the Notice
of Annual Meeting. In the event a shareholder specifies a different choice by
means of the enclosed proxy, his shares will be voted in accordance with the
specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on May 13, 1996, as
the record date (the "Record Date") for determining shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
Record Date there were 4,498,935 shares of Common Stock issued and
outstanding, all of which are entitled to be voted at the Annual Meeting.
Holders of Common Stock are entitled to one vote per share on each matter
that is submitted to shareholders for approval.
The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. In order to be elected, nominees for
director must receive a plurality of the votes cast by holders of shares of
Common Stock voting in person or by proxy at the Annual Meeting. The approval
of proposal 2 will require an affirmative vote of the holders of a plurality
of the shares of Common Stock of the Company voting in person or by proxy at
the Annual Meeting. Abstentions are considered as shares present and entitled
to vote for purposes of determining the outcome of any matter submitted to
the shareholders for a vote, but are not counted as votes cast "for" or
"against" any matter. The inspector of elections will treat shares referred
to as "broker or nominee non-votes" (shares held by brokers or nominees as to
which instructions have not been received from the beneficial owners or
persons entitled to vote and the broker or nominee does not have
discretionary voting power on a particular matter) as shares that are present
and entitled to vote for purposes of determining the presence of a quorum.
For purposes of determining the outcome of any matter as to which the proxies
reflect broker or nominee non-votes, shares represented by such proxies will
be treated as not present and not entitled to vote on that subject matter and
therefore would not be considered by the inspectors as shares entitled to
vote on that subject matter and therefore would not be considered by the
inspector when counting votes cast on the
2
<PAGE>
matter (even though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters). If less than a
majority of the outstanding shares of Common Stock are represented at the
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice.
SECURITY OWNERSHIP
The following table sets forth as of the Record Date the number of shares
beneficially owned and the percentage of ownership of the Company's Common
Stock by (i) each person known to the Company to own beneficially more than 5
percent of the outstanding Common Stock, (ii) each director or nominee for
director of the Company, (iii) each of the four executive officers of the
Company who had annual salary and bonus for 1995 in excess of $100,000 (the
"Named Executive Officers"), including the President and Chief Executive
Officer, and (iv) all directors, nominees for director and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(2)
-------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES PERCENT
- --------------------------------------- ------------- -----------
<S> <C> <C>
Donald L. Smith, Jr.(3) ................................... 1,263,431 27.24%
Smithcon Family Investments, Ltd.(4) ...................... 980,372 21.14%
Robert A. Steele(5) ....................................... 231,000 4.98%
Robert L. Kester (6) ...................................... 12,600 *
Richard L. Hornsby(7) ..................................... 47,625 1.03%
Walter B. Barrett(8) ...................................... 11,600 *
Donald L. Smith, III(9) ................................... 87,939 1.90%
W. Douglas Pitts .......................................... 0 0.00%
Dimensional Fund Advisors, Inc.(10) ....................... 248,900 5.37%
Quest Advisory and Charles M. Royce Group(11) ............. 341,700 7.37%
Tweedy, Browne Company L.P. and TBK Partners, L.P.(12) ... 364,300 7.86%
All directors, nominees for director and executive
officers as a group (eight persons)(13) ................. 1,669,195 35.99%
</TABLE>
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the beneficial owners
is 1350 East Newport Center Drive, Suite 201, Deerfield Beach, Florida
33442.
(2) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to all such shares.
(3) All 980,372 shares held by Smithcon Family Investments, Ltd. are deemed
beneficially owned by Donald L. Smith, Jr. and are included in the above
table for each of Mr. Smith and Smithcon Family Investments, Ltd. Mr.
Smith's holdings include (i) all 980,372 shares held by Smithcon Family
Investments, Ltd., an entity controlled by Smithcon Investments, Inc.
(the "Corporation"), a corporation that is wholly owned by Mr. Smith,
(ii) 18,628 shares held by the Corporation and (iii) 75,000 shares
issuable upon exercise of options that are presently exercisable.
3
<PAGE>
(4) All 980,372 shares held by Smithcon Family Investments, Ltd. are deemed
beneficially owned by Donald L. Smith, Jr. and are included in the above
table for each of Mr. Smith and Smithcon Family Investments, Ltd. See
footnote (3) for description of relationship between Smithcon Family
Investments, Ltd. and Mr. Smith.
(5) Includes 11,000 shares issuable upon exercise of options that are
presently exercisable.
(6) Includes 11,000 shares issuable upon exercise of options that are
presently exercisable.
(7) Includes 16,125 shares issuable upon exercise of options granted by the
Company that are presently exercisable and 30,000 shares issuable upon
exercise of an option that is presently exercisable, granted by Mr.
Donald L. Smith, Jr., to Mr. Hornsby to purchase shares of Mr. Smith's
Common Stock at an exercise price of $2.33 per share. Does not include
41,250 shares subject to options held by Mr. Hornsby that are not
presently exercisable.
(8) Shares are owned jointly by Mr. Barrett and his wife. Includes 10,000
shares issuable upon exercise of options that are presently exercisable.
Does not include 40,000 shares issuable upon exercise of options that
are not presently exercisable.
(9) Includes (w) 30,089 shares directly owned by Mr. Smith and his wife (x)
42,400 shares beneficially owned that are held in trust by Donald L.
Smith, III for the benefit of his minor children, to which latter shares
Mr. Smith disclaims beneficial ownership and (y) 15,450 shares issuable
upon exercise of options that are presently exercisable. Does not
include 37,500 shares issuable upon exercise of options that are not
presently exercisable.
(10) The address for Dimensional Fund Advisors, Inc. ("Dimensional") is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401. Dimensional, a
registered investment advisor, is deemed to have beneficial ownership of
248,900 shares (Dimensional has sole dispositive power over all such
shares and sole voting power with respect to 207,000 of such shares),
all of which shares are held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, or in series of
the DFA Investment Trust Company, a Delaware business trust, or the DFA
Group Trust and the DFA Participation Group Trust, investment vehicles
for qualified employee benefit plans, all of which Dimensional serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares. The information with respect to Dimensional is based solely
on a Form 13G dated February 7, 1996.
(11) The address for Quest Advisory Corp. and Charles M. Royce is 1414 Avenue
of the Americas, New York, New York 10019. Includes 341,700 shares with
respect to which Quest Advisory Corp. has sole voting and sole
dispositive power. Charles M. Royce may be deemed to be a controlling
person of Quest Advisory Corp. and as such may be deemed to beneficially
own such shares. Mr. Royce has disclaimed beneficial ownership of such
shares. The information with respect to this group is based solely on a
Form 13G dated February 14, 1996.
4
<PAGE>
(12) The address for Tweedy, Browne Company, L.P. and TBK Partners, L.P. is
52 Vanderbilt Avenue, New York, New York 10017. Includes 304,075 shares
with respect to which Tweedy, Browne Company, L.P. has sole voting
power, 3,000 shares to which TBK Partners, L.P. has sole voting and
dispositive power, and 361,300 shares to which Tweedy, Browne Company,
L.P. has shared dispositive power. Certain of the general partners of
Tweedy, Browne Company, L.P. may be deemed to have sole power to vote
certain shares owned by Tweedy, Browne Company, L.P. TBK Partners, L.P.
and Tweedy, Browne Company, L.P. have each disclaimed beneficial
ownership of shares held by each other. The information with respect to
Tweedy, Browne Company, L.P. and TBK Partners, Ltd. is based solely on a
Form 13D, dated January 24, 1994 and Amendment No. 1 to Form 13D, dated
February 2, 1994.
(13) Includes 45,000 shares owned by Mr. Obenauf, the Company's Vice
President-Engineering.
ELECTION OF DIRECTORS
NOMINEES
The Company's Restated Articles of Incorporation and Bylaws provide that
the number of directors to serve on the Board of Directors shall be fixed by
the shareholders, and if not so fixed, shall be three. The Company's
shareholders have previously fixed the number of directors at five. As a
result of the death of Alec P. Courtelis, the number of directors currently
on the Board is four. Each director elected at the Annual Meeting will serve
as director for a term expiring at the 1997 Annual Meeting of Shareholders,
expected to be held in June 1997, or until his successor has been duly
elected and qualified. Messrs. Smith, Hornsby, Kester, Steele and Pitts have
been nominated for election as directors and proxies will be voted for such
persons absent contrary instructions.
The Board of Directors does not believe that any nominee will refuse to
act or be unable to accept election. In the event, however, that a nominee
for director is unable to accept election or if any other unforeseen
contingencies should arise, it is intended that proxies will be voted for the
remaining nominees and for such other person as may be designated by the
Board of Directors, unless it is directed by a proxy to do otherwise.
Each of the nominees for election as a director of the Company, with the
exception of Mr. Pitts, is a current member of the Board of Directors. Mr.
Smith has served as a director since 1951, Mr. Kester has served as a
director since 1972, Mr. Hornsby has served as a director since 1975 and Mr.
Steele has served as a director since 1989. Mr. Pitts would fill the vacancy
on the Board created by the death of Mr. Courtelis.
5
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as follows:
NAME AGE POSITION(S) HELD WITH THE COMPANY
- ----- --- ---------------------------------
Donald L. Smith, Jr. ... 74 Chairman of the Board, President and Chief
Executive Officer
Richard L. Hornsby .... 60 Executive Vice President and Director
Henry C. Obenauf ...... 66 Vice President--Engineering
Walter B. Barrett ..... 38 Vice President--Finance, Chief Financial Officer
and Treasurer
Donald L. Smith, III .. 43 Vice President--Construction Operations
Robert L. Kester ...... 76 Director
Robert A. Steele ...... 80 Director
W. Douglas Pitts ...... 56 Director Nominee
Donald L. Smith, Jr., a co-founder of the Company, has served as its
Chairman of the Board, President and Chief Executive Officer since its
formation in 1951.
Richard L. Hornsby was appointed the Company's Executive Vice President in
March 1989. Mr. Hornsby served as Vice President of the Company from August
1986 to February 1989. From September 1981 until July 1986 he was Financial
Manager of R.O.L., Inc. and L.O.R., Inc., companies primarily engaged in
various private investment activities. He has been a director of the Company
since 1975 and served as Vice President-Finance from 1972 to 1977.
Henry C. Obenauf was appointed Vice President-Engineering of the Company
in March 1989, after having served as Vice President of the Company since
1977. Mr. Obenauf has been employed by the Company for over 21 years.
Walter B. Barrett has served as Vice President-Finance, Chief Financial
Officer and Treasurer since May 1991. Prior to that and from August 1985 he
served as Treasurer and Chief Financial Officer of James A. Cummings, Inc., a
large South Florida general contractor.
Donald L. Smith, III, was appointed Vice President-Construction Operations
for the Company in December 1992. Prior to that and from March 1992, he
served as Assistant Vice President of Construction Operations-South Florida
and Caribbean of the Company. Mr. Smith joined the Company in 1976 and has
served in various supervisory and managerial positions with the Company since
that time.
Robert L. Kester, a director of the Company since 1972, is a private
investor and is Chairman of the Board of Big Sky Western Bank in Big Sky,
Montana. Mr. Kester retired from active employment with Florida Coast Bank of
Pompano Beach, Florida after its acquisition by Barnett Bank of Florida in
1984.
Robert A. Steele, a director of the Company since May 1989, has been
Chairman of the Board, Chief Executive Officer and a principal shareholder of
SFM Leasing Company, Inc. and RAMS Leasing Company, Inc. since 1972. Both
companies were engaged in the heavy truck and equipment leasing business.
Currently, these companies are primarily engaged in various investment
activities. Mr. Steele has also been managing partner of Steele Associates,
Ltd. since 1981 and SFM Realty Associates since 1985, both of which are
primarily engaged in various investment activities.
6
<PAGE>
W. Douglas Pitts, a nominee for director, is Chairman of the Board and
Chief Executive Officer of The Courtelis Company, which is engaged primarily
in various real estate development activities. Prior to his selection as
Chairman of the Board and Chief Executive Officer in December 1995, Mr. Pitts
served as Executive Vice President and Chief Operating Officer of The
Courtelis Company from 1983 to 1995.
The Company's directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified.
The Company's officers are elected annually by the Board of Directors and
serve at the discretion of the Board. There are no arrangements or
understandings with respect to the selection of officers or directors. The
Company pays each director other than Mr. Smith an annual retainer of $4,000.
Non-employee directors who serve on the Compensation Committee or Audit
Committee are paid an annual fee of $1,000 or $500, depending on the level of
responsibility they assume.
Pursuant to the 1992 Directors' Stock Option Plan (the "Directors' Plan"),
the Company's non-employee directors were granted options to purchase 8,000
shares of Common Stock upon the approval of the Directors' Plan by
shareholders. A new non-employee director would receive a similar option upon
the commencement of service as a director. In addition, each non-employee
director is granted options to purchase 1,000 shares of Common Stock after
each annual meeting of the Company, pursuant to the Directors' Plan. For
purposes of the Directors' Plan, a director is a non-employee director if he
does not receive regular compensation from the Company or its subsidiaries
other than directors fees and reimbursement for expenses, even if such
director is an officer of a subsidiary of the Company.
Donald L. Smith, III is the son of Donald L. Smith, Jr., the Company's
Chairman, President and Chief Executive Officer. Aside from the foregoing,
there are no family relationships between any directors or executive officers
of the Company. Certain other children of Donald L. Smith, Jr., are employed
by the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1995, the Board of Directors took
certain actions by unanimous written consent and held five meetings. During
1995, no incumbent director attended fewer than 75 percent of the aggregate
of (i) the number of meetings of the Board of Directors held during the
period he served on the Board, and (ii) the number of meetings of committees
of the Board of Directors held during the period he served on such committee.
The Board of Directors has two standing committees, the Audit Committee and
the Compensation Committee.
Messrs. Kester, Hornsby and Steele are members of the Audit Committee,
which met one time during 1995. The duties and responsibilities of the Audit
Committee include (a) recommending to the full Board the appointment of the
Company's auditors and any termination of engagement, (b) reviewing the plan
and scope of audits, (c) reviewing the Company's significant accounting
policies and internal controls, and (d) having general responsibility for all
related auditing matters.
Messrs. Kester and Steele are members of the Company's Compensation
Committee, which met two times during 1995. This committee administers the
1992 Stock Option Plan and has the power and authority to (a) determine the
persons to be awarded options and the terms thereof and (b) construe and
interpret the 1992 Stock Option Plan. This Committee also is responsible for
the final review and determination of executive compensation.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation awarded to, earned by or paid
to the Company's Chief Executive Officer and each of the other three
executive officers of the Company who had an annual salary and bonus in 1995
in excess of $100,000 (collectively, the "Named Executive Officers"). The
Company has not granted any restricted stock awards or stock appreciation
rights.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------- ------------------------
AWARDS PAYOUTS
OTHER ANNUAL ------ ------- ALL OTHER
NAME AND FISCAL COMPENSATION LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) PAYOUTS($) ($)(2)
- ------------------ --------- ---------- --------- --------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald L. Smith, Jr. 1995 260,000 -- -- -- -- 4,800
Chairman of the Board, 1994 260,000 -- -- -- -- 4,800
President and 1993 260,000 -- -- -- -- 61,028
Chief Executive Officer
Richard L. Hornsby 1995 165,000 -- 9,000 30,000 -- 70,636
Executive Vice President 1994 165,000 -- 9,000 -- -- 70,736
1993 165,000 -- 4,000 -- -- 71,715
Walter B. Barrett 1995 117,058 5,000 5,000 30,000 -- --
Vice President--Finance, 1994 110,227 5,000 5,000 -- -- --
Chief Financial Officer 1993 100,000 -- -- -- -- --
and Treasurer
Donald L. Smith, III 1995 98,450 10,000 5,000 30,000 -- 10,418
Vice President-- 1994 96,104 12,500 5,000 -- -- 10,558
Construction Operations 1993 82,703 1,500 -- -- -- 9,355
</TABLE>
- ----------
(1) Does not include the dollar value of personal benefits, such as the cost
of automobiles and health insurance, the aggregate value of which for
each named executive officer was less than 10% of such executive
officer's salary and bonus. Includes $4,000 a year for Mr. Hornsby,
representing a retainer paid to all directors other than Mr. Smith and
$5,000 per year for Messrs. Hornsby, Barrett and Donald L. Smith, III for
service on a management policy committee.
(2) Represents (i) the cost of term and non-term life insurance coverage for
Messrs. Smith, Hornsby, and Donald L. Smith, III in fiscal 1993 and Messrs.
Hornsby and Donald L. Smith, III in 1995 and 1994 pursuant to a split dollar
life insurance policy on the life of the executive officer and (ii) the
Company's match of a 401(k) contribution made by each named executive
officer. The Company will be reimbursed for its non-term premium payments at
such time as benefits are paid under the policies or the policies are
terminated and the cash proceeds distributed. Donald L. Smith, Jr.'s policy
was cancelled in 1994.
8
<PAGE>
OPTION GRANTS AND LONG-TERM INCENTIVE AWARDS
The following table sets forth certain information concerning stock option
grants to the Named Executive Officers during the 1995 year. No stock
appreciation rights or long-term incentive awards were granted to the Named
Executive Officers during 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES IN EXERCISE OR FOR OPTION TERM(2)
OPTIONS FISCAL YEAR BASE PRICE EXPIRATION ---------------------
(#)(1) (%) ($/SH) DATE 5%($) 10%($)
---------- ------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Smith, Jr. ..... -- -- -- -- -- --
Richard L. Hornsby ...... 30,000 14.29 6.75 6/16/06 164,100 381,300
Walter B. Barrett ....... 30,000 14.29 6.75 6/16/06 164,100 381,300
Donald L. Smith, III ..... 30,000 14.29 6.75 6/16/06 164,100 381,300
<FN>
(1) Option becomes exercisable at the rate of 20% on each anniversary of the
date of grant, which was June 16, 1995.
(2) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions providing for termination
of the option following termination of employment, nontransferability or
vesting or the potential exercise of options and sale of the underlying
shares prior to expiration of the term.
</FN>
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning unexercised
stock options held by the Named Executive Officers as of the end of the 1995
year. No stock appreciation rights have been granted or are outstanding.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED VALUE FISCAL YEAR-END(#) AT FISCALYEAR-END($)(1)
ON EXERCISE REALIZED ------------------------------ ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Smith, Jr. ..... -- -- 75,000 -- 387,750 --
Richard L. Hornsby ...... -- -- 16,125 41,250 83,366 80,663
Walter B. Barrett ....... -- -- 10,000 40,000 (2) 22,500
Donald L. Smith, III ..... -- -- 15,450 37,500 79,877 61,275
<FN>
(1) The closing price for the Company's Common Stock as reported on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") on December 31, 1995 was $7.50. Value is calculated by
multiplying (a) the difference between $7.50 and the option exercise
price by (b) the number of shares of Common Stock underlying the option.
(2) Exercise price exceeded closing price at December 31, 1995.
</FN>
</TABLE>
9
<PAGE>
CERTAIN TRANSACTIONS
Robert A. Steele (a director and shareholder of the Company) has a 2%
interest in an oceangoing bulk cement ship in which the Company has a 98%
interest.
The Company leases a 4.4 acre parcel of real property from Mr. Smith,
pursuant to which Mr. Smith received $46,512 in annual rent in 1995.
The Company has borrowed $4.6 million from Donald L. Smith, Jr. One note
has an outstanding balance of approximately $4.5 million, is unsecured, bears
interest at the prime interest rate and is due in full on January 1, 1997.
The other note has a balance of $100,000, is secured by equipment, bears
interest at 8 percent per annum and is due in monthly principal installments
of $10,000, plus interest through February 1997.
In 1989, an Antiguan subsidiary of the Company obtained a minority
interest in a partnership that acquired a manufacturer of acoustical ceiling
tiles in Matamoros, Mexico and that is engaged in the sale, distribution and
marketing of such tiles. The subsidiary invested approximately $1.2 million
in the partnership for a 29 percent interest and two of the Company's
officers and directors, Messrs. Smith, Jr. and Hornsby, obtained an 11
percent interest for which they paid $450,000. In January 1994, another
Antiguan subsidiary of the Company became the new general partner of the
partnership and was assigned all the rights and assumed all the liabilities
of the former Antiguan subsidiary with respect to the partnership. In
connection with an amendment of the partnership agreement, the Antiguan
subsidiary and the Company, as applicable, contributed a note receivable of
$505,000 from the partnership into equity and contributed approximately
$235,000 of equipment to the partnership. The Antiguan subsidiary's ownership
interest in the partnership was increased to 64.47 percent. The ownership
interest of Messrs. Smith, Jr. and Hornsby was reduced to 6.47 percent.
The Company believes that, to the extent applicable, the foregoing
transactions were on terms no less favorable to the Company than those that
could have been obtained from independent third parties.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Officers, directors and greater than 10
percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and representations that no other reports
were required, during the fiscal year ended December 31, 1995 all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee members are Robert L. Kester and Robert A.
Steele. Robert A. Steele (a director and shareholder of the Company) has a 2%
interest in an oceangoing bulk cement ship in which the Company has a 98%
interest.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is primarily responsible for determining the
compensation of the Company's executive officers, although the Company's
Chief Executive Officer and President makes recommendations to the
Compensation Committee as to the compensation of the Company's executive
officers.
The Compensation Committee's general philosophy with respect to the
compensation of the Company's executive officers is to offer competitive
compensation programs designed to attract and retain qualified executives, to
motivate performance to achieve specific goals and to align the interests of
senior management with the long-term interests of the Company's shareholders.
In determining compensation, job level, individual performance and Company
performance are considered. More specifically, factors considered include the
Chief Executive Officer and President's recommendations, specific
accomplishments of the executive officers, the Company's historical and
projected performance, sales, earnings, financial condition and return on
equity and economic conditions. These factors and the ultimate determination
of compensation are subjective. The Company attempts to provide incentives to
retain qualified executive officers, but also believes that the compensation
paid to its executives is well within the range of compensation paid to
similarly situated executives at other companies in similar industries or at
companies having a similar market capitalization. Given the level of the
Company's executive officer compensation, the Committee does not believe that
it is necessary to incur the expense of formal studies or market analyses.
Of all the components of compensation, salary is most closely related to
individual performance. Strong emphasis is given to the Chief Executive
Officer and President's recommendations, given his experience with the
Company since its origin and his day-to-day contact with the other executive
officers. Consideration is also given to the amount deemed necessary to
retain an executive officer's services. These considerations are subjective
and not a result of an evaluation of specific criteria. Company performance
is also a factor. Given that the Company had losses in 1991-1993, even though
it returned to profitability in 1994, and the fact that the Company did not
meet internal economic goals, salaries for executive officers increased only
slightly or not at all in 1994. The Committee determined that it was best to
reward the improved performance with additional incentives. Based on its
experience with companies generally and in the Company's industry, and
without utilizing any formal market studies, the Committee believes that the
salaries paid by the Company to its executive officers are moderate by
comparison to external standards. For this reason, because of the Company's
profitability in 1994, and since individual performances did not merit a
decrease in the view of the Committee, salaries did not decrease. The
Committee took special notice of several factors, including the additional
time and effort expended by management and difficult economic conditions in
the Caribbean. The only increases were nominal. This analysis was also
subjective and not a result of an evaluation of specific criteria.
11
<PAGE>
While bonuses are also related to individual performance, Company
performance is emphasized more in determining bonus payments than in
determining salary. This is particularly true at the highest level of
management. In considering performance, generally earnings are most
emphasized, although revenues and financial condition are also considered.
The amount of any bonus is not tied to specific performance criteria, but is
subjectively determined based upon an analysis of the aforementioned factors.
An executive officer could receive a bonus in a year where the Company is not
profitable, based upon his individual performance or areas of responsibility.
As the Company was not profitable in 1995, executive officers either did not
receive bonuses or received nominal bonuses.
The Company also attempts to provide incentives to its executive officers
to remain with the Company and to improve performance through the grant of
stock options. Options allow executive officers to share, to some extent, in
shareholders' return on equity. Typically, Company options vest in staggered
amounts over a long-term, such as a given percentage every three years. The
determination of how many options to grant to an executive officer depends,
to varying degrees, on the number of outstanding options held by the
executive officer, his job level and performance and Company performance.
Given the foregoing factors, that the Company had returned to profitability
in 1996, the desire to provide executive officers with additional incentives,
the fact that, except for a grant of options to one executive officer in
1992, no options had been granted to executive officers since 1987, and the
number of outstanding options, options to purchase 30,000 shares were granted
to each of three executive officers in 1995.
As a result of the foregoing factors, primarily the need for more
consistent profitability, the President and Chief Executive Officer's salary
was not increased in 1995. In addition, he received no bonus or new grants of
options. In determining to maintain the President and Chief Executive
Officer's compensation at its existing level the Committee took into
consideration, in addition to the other factors mentioned above, the time and
effort being expended by the President and Chief Executive Officer, with
respect to bonus, the Company's losses in 1995, with respect to salary, the
Company's results in 1994 and difficult economic conditions, the President
and Chief Executive Officer's experience and expertise in handling the issues
facing the Company and the perceived progress towards enabling the Company to
meet future goals. The Committee, with the concurrence of the President and
Chief Executive Officer, decided not to increase his compensation until a
trend in profitability developed. The final determination, after reviewing
these factors, was subjective.
The Company had various obligations under its 401(k) plan and with respect
to split dollar insurance premiums, all of which were met.
In December 1993, the Internal Revenue Service issued proposed regulations
concerning compliance with Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). Section 162(m) generally disallows a public
company's deduction for compensation to any one of certain employees
(primarily executive officers) in excess of $1.0 million per year unless the
compensation is pursuant to a plan or performance goals approved by the
public company's shareholders. None of the Named Executive Officers presently
receives, and the Compensation Committee does not anticipate that such
persons will receive, annual cash compensation in excess of the $1.0 million
cap provided in Section 162(m). The Compensation Committee intends to take
any necessary steps to ensure compliance with Section 162(m) of the Code.
ROBERT L. KESTER, ROBERT A. STEELE
12
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on the
Company's Common Stock over the last five fiscal years as compared to the
total returns of the NASDAQ Stock Market Index and a group of peer companies
(the "Peer Group"). Returns are based on the change in year-end to year-end
price and assume reinvested dividends. The graph assumes $100 was invested on
December 31, 1990 in the Company's Common Stock, the NASDAQ Stock Market
Index and the Peer Group.
The Peer Group includes the Company; Florida Rock Industries; Granite
Construction, Inc.; Kasler Corp.; Lafarge Corp.; and Medusa Corp. The Peer
Group consists of companies that are engaged in the concrete and related
products business and/or the land development contracting business. Companies
included in the Peer Group were weighted by market capitalization from the
beginning of each period for which a return is indicated.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ AND SELECTED PEERS
[To be added]
12/90 12/91 12/92 12/93 12/94 12/95
----- ----- ----- ----- ----- -----
COMPANY DEVC 100 71 53 31 45 44
PEER GROUP PPEER1 100 107 119 191 153 174
NASDAQ STOCK MARKET--US INAS 100 161 187 214 210 297
13
<PAGE>
RATIFICATION OF THE REAPPOINTMENT OF THE COMPANY'S AUDITOR
The firm of KPMG Peat Marwick, independent certified public accountants,
has been the Company's auditor since 1980 and has advised the Company that
the firm does not have any direct financial interest or indirect financial
interest in the Company or any of its subsidiaries, nor has such firm had any
such interest in connection with the Company or its subsidiaries during the
past 4 years, other than in its capacity as the Company's independent
certified public accountant. The Board of Directors, on the recommendation of
the Company's Audit Committee, has selected KPMG Peat Marwick as the
Company's auditor for the year ended December 31, 1996. Although the Board is
not required to do so, it is submitting its selection of the Company's
auditors for ratification at the Annual Meeting, in order to ascertain the
views of its shareholders. The Board will not be bound by the vote of the
shareholders, however, if the selection is not ratified, the Board would
reconsider its selection. One or more representatives of KPMG Peat Marwick
are expected to be present at the Annual Meeting, will have the opportunity
to make a statement if they desire to do so, and are expected to be available
to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF KPMG PEAT MARWICK AS THE COMPANY'S
AUDITOR.
OTHER BUSINESS
The Board of Directors knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal for action at the
1996 Annual Meeting of Shareholders must deliver a proposal in writing to the
Company's principal executive offices on or before January 29, 1997.
By Order of the Board of Directors,
/s/ DONALD L. SMITH, JR.
Donald L. Smith, Jr., President
Deerfield Beach, Florida
May 29, 1996
14
<PAGE>
DEVCON INTERNATIONAL CORP.
THIS PROXY IS SOLICITED ON BEHALF
OF THE COMPANY'S BOARD OF DIRECTORS
COMMON STOCK
The undersigned, a holder of Common Stock of Devcon International Corp., a
Florida corporation (the "Company"), hereby appoints Donald L. Smith, Jr. and
Richard L. Hornsby, and each of them, as proxies for the undersigned, each with
full power of substitution, for and in the name of the undersigned to act for
the undersigned and to vote, as designated below, all of the shares of stock of
the Company that the undersigned is entitled to vote at the 1996 Annual Meeting
of Shareholders of the Company, to be held on Friday, June 21, 1996, at 3:00
p.m., local time, at the Deerfield Beach Hilton, Hillsboro Executive Center
North, 100 Fairway Drive, Deerfield Beach, Florida and at any adjournments or
postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND THE
OTHER PROPOSALS SET FORTH.
(1) ELECTION OF DONALD L. SMITH, JR., RICHARD L. HORNSBY, ROBERT L. KESTER,
W. DOUGLAS PITTS AND ROBERT A. STEELE as directors.
[ ] VOTE FOR all nominees listed above, except vote
withheld from the following nominees (if any):
[ ] VOTE WITHHELD from all nominees listed above.
[ ] ABSTAIN
(2) PROPOSAL to ratify the reappointment of KPMG Peat Marwick, independent
certified public accountants, as the Company's auditor for 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Upon such other matters as may properly come before the Annual Meeting
and any adjournments thereof. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before
the Annual Meeting, and any adjournments or postponements thereof.
(see reverse side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED 'FOR' ALL OF THE PROPOSALS.
Dated _________________________ , 1996
----------------------------------
(Signature)
----------------------------------
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name appears and mail it promptly even
though you now plan to attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENVELOPE
PROVIDED.
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.
