As filed with the Securities and Exchange Commission on
January 5, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1350 E. Newport Drive, Suite 201
Deerfield Beach, Florida 33443
(305) 536-1500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal
Executive Offices)
Donald L. Smith, Jr.
President
Devcon International Corp.
1350 E. Newport Drive, Suite 201
Deerfield Beach, Florida 33443
(305) 429-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to:
Robert L. Grossman, Esquire
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such State.
PROSPECTUS
DATED JANUARY 5, 1996
33,333 Shares
DEVCON INTERNATIONAL CORP.
Common Stock
This Prospectus covers an aggregate of 33,333 shares (the
"Shares") of common stock, par value $.10 per share (the "Common
Stock"), of Devcon International Corp., a Florida corporation (the
"Company"), being sold by a single shareholder of the Company (the
"Selling Shareholder"). See "Selling Shareholder." The Company
will not receive any proceeds from the sale of shares by the
Selling Shareholder.
The Common Stock is quoted on the National Market of the
National Association of Security Dealers Automated Quotation System
("NASDAQ") under the symbol DEVC. On December 15, 1995, the
average of the last reported bid and ask price of the Common Stock
as reported by NASDAQ was $7.57 per share.
The Company has been advised by the Selling Shareholder that
he may sell all or a portion of the shares offered hereby from time
to time in the over-the-counter market (or any exchange on which
the Common Stock may then be listed), in negotiated transactions,
directly or through broker-dealers or otherwise, that such shares
will be sold at market prices prevailing at the time of such sales
or at negotiated prices. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholder and/or purchasers of the
Shares for whom they may act as agent (which compensation may be in
excess of customary commissions). In connection with such sales,
the Selling Shareholder and any broker-dealers participating in
such sales may be deemed to be an underwriter as that term is
defined under the Securities Act of 1933 (the "Securities Act").
Neither the Company nor the Selling Shareholder can presently
estimate the amount of commissions or discounts, if any, that will
be paid by the Selling Shareholder on account of his sale of Common
Stock from time to time. In addition, the Company has agreed to
indemnify the Selling Shareholder against certain liabilities,
including liabilities under the Securities Act. See "Plan of
Distribution."
The Company will pay all the expenses, estimated to be
approximately $7,400, in connection with this offering, other than
underwriting and brokerage commissions, discounts, fees and counsel
fees and expenses incurred by the Selling Shareholder. The Shares
are being registered at the request of the Selling Shareholder
pursuant to a stock registration rights agreement entered into by
the Company and the Selling Shareholder with respect to the Shares
(the "Registration Rights Agreement").
See "Risk Factors" for a discussion of certain factors that
should be considered by prospective purchasers of the Common Stock
offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is January 5, 1996
DEVCON INTERNATIONAL CORP.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . .
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . .
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . .
SELLING SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . .
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
No dealer, salesperson or any other person has been authorized
to give any information or to make any representation not contained
or incorporated by reference in this Prospectus in connection with
the offering made hereby, and any information or representation not
contained or incorporated herein must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any securities other than the Shares described in the cover page
hereof, or an offer to sell or a solicitation of an offer to buy
the Shares offered hereby in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct
as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information filed by
the Company can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; 7 World Trade Center,
Suite 1300, New York, New York 10048; and 3475 Lenox Road, N.E.,
Suite 1000, Atlanta, Georgia 30326-7232. Copies of this material
can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Reports and other information concerning the Company
can also be inspected at the offices of NASDAQ, 1735 K Street,
N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act with respect to the Shares offered hereby. This
Prospectus,which is a part of the Registration Statement, does not
contain all the information set forth in, or annexed as exhibits
to, such Registration Statement, certain portions of which have
been omitted pursuant to rules and regulations of the Commission.
For further information with respect to the Company and the Shares,
reference is made to the Registration Statement, including the
exhibits thereto. Copies of such Registration Statement, including
exhibits, may be obtained from the Public Reference Section of the
Commission at the aforementioned facilities of the Commission, upon
payment of the fee prescribed by the Commission. The summaries
contained in this Prospectus of additional information included in
the Registration Statement or any exhibit thereto are qualified in
their entirety by reference to such information or exhibit.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company under the
Exchange Act with the Commission are incorporated in and made a
part of this Prospectus by reference:
(i) the Company's Annual Report on Form 10-K for the
year ended December 31, 1994; and
(ii) the Company's quarterly reports on Form 10-Q for
the fiscal quarters ended March 31, 1995, June
30, 1995 and September 30, 1995;
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering made hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents.
Any information contained herein or in a document
incorporated by reference herein shall be deemed to be modified or
replaced for purposes of this Prospectus to the extent that
information contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or
replaces such information. Any such information so modified or
replaced shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is
delivered, on the written or oral request of such person, a copy of
any or all of the information incorporated herein by reference
(other than exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates).
Written or telephone requests for such copies should be directed to
the Company's principal executive offices: Attn: Secretary, 1350
E. Newport Drive, Suite 201, Deerfield Beach, Florida 33443,
telephone number (305) 429-1500.
THE COMPANY
General
Devcon International Corp. (the "Company") is the largest
producer and distributor of ready-mix concrete and quarry products
in the United States Virgin Islands, Antigua and Barbuda, West
Indies ("Antigua"), St. Maarten, Netherlands Antilles ("St.
Maarten"), St. Martin French West Indies, Saba, Netherlands
Antilles, Dominica, West Indies and Tortola, British Virgin Islands
and is a land development contractor in the Caribbean.
In the Caribbean, the Company produces and distributes ready-
mix concrete, crushed stone, concrete block and asphalt and
distributes bulk and bagged cement. The Company's facilities have
enabled the Company to establish a significant market share in most
of the locations in which it operates and afford the Company
resources, production capacity, a local presence and a cost
structure that the Company believes would be difficult for
competitors to duplicate. As a result, the Company has less
competition and, therefore, produces a substantial percentage of
the concrete and related products used in these islands.
The Company currently performs earthmoving, excavating and
filling operations and builds golf courses, roads, utility
infrastructures, dredges waterways and constructs deep water piers
and marinas in the Caribbean. The Company has historically
provided land development contracting services to both private
enterprises and governments in Florida and the Caribbean, and the
Company is one of the few land development contractors with a local
base of operations in the United States Virgin Islands, Antigua and
St. Maarten. Since early 1993, the Company has not been seeking
new contracts in the United States due to the high level of
competition in the Florida construction market, although the
Company would react to any opportunity it believes has acceptable
profit potential. The Company's project managers have substantial
experience working in the land development contracting business,
and the Company has equipment that is well-suited for the Caribbean
markets. The Company has equipment and personnel in the Caribbean
that the Company believes, in some instances, allow the Company to
start work more quickly and less expensively than other contractors
and, therefore, to bid competitively for and complete cost-
effectively land development contracts. The Company believes its
relationships with customers in the Caribbean give it a significant
competitive advantage.
The Company also owns and operates a marina in the United
States Virgin Islands and has a majority interest in a partnership
that manufactures and sells specialty ceiling tiles.
The Company's principal executive offices are located at 1350
East Newport Drive, Suite 201, Deerfield Beach, Florida 33443 and
its telephone number is (305) 429-1500. Unless the context
otherwise requires, the term the "Company" as used in this
Prospectus refers to Devcon International Corp. and its
subsidiaries.
Recent Developments
During the month of September, Hurricanes Luis and Marilyn
reached the Caribbean, inflicting extensive damage in St. Thomas,
St. Maarten/Martin, St. Eustatius, and Antigua. The Company's
facilities and equipment sustained relatively minor damage from the
hurricanes. Although the Company's operations came to a standstill
when the hurricanes reached the islands, such operations have begun
to return to normal. Except for St. Thomas, sales volumes have
returned to or exceed pre-storm levels. It is presently expected
that the United States Virgin Islands and St. Maarten/Martin will
receive some relief aid; however, the amount of this aid has not
yet been determined. The short-term impact on the Company's
revenues from operations caused by Hurricanes Luis and Marilyn has
been negative due primarily to work stoppages and business
disruption throughout the Caribbean. The Company is unable to
predict with certainty the long-term impact that Hurricanes Luis
and Marilyn will have on its revenues and earnings, on the economy
of the islands in general, and on the construction industry and the
Company's customers, in particular. The Company believes, however,
that the effects of Hurricanes Luis and Marilyn could ultimately
have a positive impact on the Company in Antigua,
St. Maarten/Martin and St. Thomas if construction activity
increases to repair damage caused by the hurricanes and to build
improved structures.
RISK FACTORS
In considering the matters set forth in this Prospectus,
prospective purchasers should carefully consider the matters set
forth below as well as the other information set forth in this
Prospectus.
Dependence Upon Key Management. The Company is dependent
upon the services of Donald L. Smith, Jr., the Company's co-
founder, principal shareholder, Chairman, President and Chief
Executive Officer, and a small group of executive officers. The
loss of the services of Mr. Smith or any of such executive officers
could have a material adverse effect on the Company.
Foreign Operations. Various portions of the Company's
operations are conducted in foreign areas. In 1994, approximately
46.6% of the Company's revenues were derived from foreign
operations. The potential risks of doing business in foreign areas
include potential adverse changes in the diplomatic relations of
foreign countries with the United States, changes in the relative
purchasing power of the United States dollar, hostility from local
populations, adverse effects of exchange controls, restrictions on
the withdrawal of foreign investment and earnings, government
policies against businesses owned by non-nationals, expropriations
of property, the instability of foreign governments and the risk of
insurrection that could result in losses against which the Company
is not insured. The Company is generally not subject to these
risks in the United States Virgin Islands (a United States
territory that uses the United States dollar as its currency). The
Company also is subject, under certain circumstances, to United
States Federal income tax upon the distribution of certain offshore
earnings. Although the Company has not encountered significant
difficulties in its foreign operations in the past, there can be no
assurance that the Company will not encounter difficulties in the
future.
Land Development Contracting Business. The Company generally
enters into either fixed-price contracts that provide for an
established price that does not vary during the term of the
contract or unit-price contracts under which the Company's fee is
based on the quantity of work performed. Fixed-price contracts
and, to a lesser extent, unit-price contracts, involve inherent
risks, such as unanticipated increases in the cost of labor and/or
materials, subcontracts that were unexpected at the time of
bidding, bidding errors, unexpected field conditions, adverse
weather conditions, the inability of subcontractors to perform,
work stoppages and other events beyond the control of the Company.
Although the Company attempts to minimize the risks inherent in its
contracts by, among other things, obtaining subcontracts from
reliable subcontractors, anticipating labor and material cost
increases, anticipating contingencies, utilizing its cost control
system and obtaining certain cost escalation clauses, there is no
assurance that the Company will be able to complete its current or
future contracts at a profit. In addition, the longer the term of
fixed-price contracts and, to a lesser extent, unit-price
contracts, the greater the risks associated therewith.
Some of the Company's contracts also call for project
completion by a specified date and may contain a penalty clause for
the Company's failure to complete a project by such date. In
addition, pursuant to some of its contracts the Company makes
warranties that extend for a period of time beyond the completion
of such contracts.
The Company endeavors to ensure that its land development
contracting resources are effectively utilized and to that end
pursues new contracts as the completion time for existing contracts
approaches. To the extent the Company has entered into large land
development contracts to which a significant part of its resources
are committed, the failure to obtain new contracts upon the
completion of such contracts could adversely affect the Company's
results of operations.
Stock Ownership of Management. The Company's officers and
directors beneficially own, directly or indirectly and, in the
aggregate, a significant percentage of the outstanding shares of
Common Stock and have the ability to significantly influence the
outcome of any matters submitted to a vote of the Company's
shareholders.
Economic Factors. The Company's land development contracting
and concrete and related products businesses are materially
dependent upon economic conditions in general and, in particular,
upon the level of development and construction activities in the
Caribbean. A general downturn in the economy in this region would
adversely affect the housing and construction industry and,
therefore, would adversely affect the Company's contracting and
concrete and related products businesses.
Non-Payment of Dividends. The Company has not paid any
dividends on its Common Stock in the last three years. The Company
anticipates that for the foreseeable future it will continue to
retain any earnings for use in the operation of its business. Any
future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon the
Company's earnings, capital requirements, financial condition and
other factors deemed relevant by the Board of Directors.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of shares of Common Stock being offered by the Selling
Shareholder hereunder.
Expenses expected to be incurred by the Company in connection
with this offering are estimated at approximately $7,400.
SELLING SHAREHOLDER
The Selling Shareholder has never held any position or office
with the Company or had any other material agreement with the
Company. The following table sets forth certain information with
respect to the beneficial ownership of the Company's Common Stock
by the Selling Shareholder.
[CAPTION]
<TABLE>
<S> <C> <C>
Number of
Name and Address of Shares Owned Number of Shares
Selling Shareholder Prior to Offering Offered Hereby
Transport Horizons, 33,333 33,333
Inc.
One Concourse Parkway
Suite 155
Atlanta, Georgia 30328
(continued)
<S> <C> <C>
Percent of Shares Ownership of
of Common Stock Shares of Common
Name and Address of Held Stock After
Selling Shareholder Prior to Offering Offering(1)
Shares Percentage
Transport Horizons, * 0 0.0%
Inc.
One Concourse Parkway
Suite 155
Atlanta, Georgia 30328
</TABLE>
* Less than 1%.
(1) Assumes all Shares registered hereby are sold. Since the
Selling Shareholder may sell all, some or none of his Shares,
no actual estimate can be made of the aggregate number of
Shares that are to be offered hereby or the number or
percentage of Shares that each Selling Shareholder will own
upon completion of the offering to which this Prospectus
relates.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that he may
from time to time sell all or part of the Shares in one or more
transactions in the over-the-counter market, on the Nasdaq (or any
exchange on which the Common Stock may then be listed), in
negotiated transactions, or a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The
Selling Shareholder may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholder and/or
purchasers of the Shares from whom they may act as agent (which
compensation may be in excess of customary commissions). In
connection with such sales, the Selling Shareholder and any broker-
dealers or agents participating in such sales may be deemed to be
underwriters as that term is defined under the Securities Act.
Neither the Company nor the Selling Shareholder can presently
estimate the amount of commissions or discounts, if any, that will
be paid by the Selling Shareholder on account of his sale of Common
Stock from time to time.
Under the securities laws of certain states, the Shares may be
sold in such states only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in
such state or an exemption from registration or qualification is
available and is complied with.
The Company will pay all of the expenses, estimated to be
approximately $8,000, incident to the registration, offer and sale
of the Shares to the public hereunder other than commissions, fees
and discounts of underwriters, brokers, dealers and agents and
attorneys' fees. The Company has agreed to indemnify the Selling
Shareholder, its directors, officers, agents and representatives,
and any underwriters, against certain liabilities, including
liabilities under the Securities Act. The Selling Shareholder has
also agreed to indemnify the Company, its directors, officers,
agents and representatives against certain liabilities, including
liabilities under the Securities Act. The Company will not receive
any of the proceeds from the sale of any of the Shares by the
Selling Shareholder.
The Selling Shareholder has advised the Company that it will
comply with Rule 10b-6 promulgated under the Exchange Act in
connection with all resales of the Shares offered hereby.
The Company has been advised by the Selling Shareholder that
he has not, as of December 15, 1995, entered into any arrangement
with a broker-dealer for the sale of the Shares through a block
trade, special offering, exchange distribution or secondary
distribution of a purchase by a broker-dealer.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company's Articles of Incorporation, as amended, authorize
the issuance of 15,000,000 shares of Common Stock, par value $.10
per share. As of November 13, 1995, there were 4,431,177 shares of
Common Stock issued and outstanding together with options granted
by the Company's Board of Directors to purchase 498,880 shares of
Common Stock.
Holders of Common Stock are entitled to receive such dividends
as may be declared by the Company's Board of Directors.
Additionally, holders of Common Stock are entitled to one vote for
each share of Common Stock held of record upon all matters
presented for action by shareholders. Shares of Common Stock have
no preemptive or other rights to subscribe for additional shares.
The Board of Directors may, from time to time, declare, and the
Company may pay, dividends and other distributions with respect to
its outstanding shares of Common Stock in cash, property or its own
shares of Common Stock which are legally available therefor. Upon
liquidation or dissolution of the Company, all such holders are
entitled to receive pro rata the assets of the Company available
for distribution to its shareholders. All of the outstanding
shares of Common Stock are fully paid and non-assessable.
The Common Stock has no preemptive rights and no subscription,
redemption or conversion privileges. The Common Stock does not
have cumulative voting rights, which means that the holders of a
majority of the outstanding shares of Common Stock voting for the
election of directors can elect all members of the Company's Board
of Directors. A majority vote is also sufficient for other actions
that require the vote or concurrence of shareholders. All of the
outstanding shares of Common Stock are fully paid and non-
assessable.
The transfer agent for the Common Stock is the Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
Certain Florida Legislation
Florida has enacted legislation that may deter or frustrate
takeovers of Florida corporations. The Florida Control Share Act
generally provides that shares acquired in excess of certain
specified thresholds will not possess any voting rights unless such
voting rights are approved by a majority vote of a corporation's
disinterested shareholders. The Florida Affiliated Transactions
Act generally requires supermajority approval by disinterested
shareholders of certain specified transactions between a public
corporation and holders of more than 10% of the outstanding voting
shares of the corporation (or their affiliates). Florida law and
the Company's Articles of Incorporation also authorize the Company
to indemnify the Company's directors, officers, employees and
agents.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Greenberg, Traurig, Hoffman, Lipoff, Rosen
& Quentel, P.A., Miami, Florida.
EXPERTS
The financial statements of the Company and its subsidiaries
as of December 31, 1994 and 1993, and for each of the years in the
three-year period ended December 31, 1994, have been incorporated
by reference in this prospectus and registration statement from the
Company's Annual Report on Form 10-K in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants,
which is incorporated herein by reference, and have been so
incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing.
No dealer, salesperson or other person is authorized to give
any information or to make any representation not contained in this
Prospectus in connection with this offering, and any information or
representation not contained herein must not be relied upon as
having been authorized by the Company, any Underwriter or any other
person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to or
solicitation of any person in any jurisdiction where such an offer
or solicitation would be unlawful. Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein
contained is correct as of any time subsequent to the date of this
Prospectus.
33,333 Shares
DEVCON
INTERNATIONAL CORP.
Common Stock
PROSPECTUS
January 5, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Company estimates that expenses in connection with the
offering described in this registration statement (other than
underwriting and brokerage discounts, commissions and fees and
legal fees incurred by the Selling Shareholder, if any, payable by
such Selling Shareholder) will be as follows:
Securities and Exchange Commission
registration fee. . . . . . . . . . . . . . $ 100
Legal fees and expenses. . . . . . . . . . . 5,800
Accounting fees and expenses . . . . . . . . 1,500
Total . . . . . . . . . . . . . . . . . 7,400
All amounts except the Securities and Exchange Commission
registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
The Company 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 Company's
Amended and Restated Bylaws provide that the Company shall have the
power to indemnify and may insure its officers and directors to the
fullest extent not prohibited by law.
Due to the foregoing provisions, the Company's security
holders may be unable to recover monetary damages against directors
for actions taken by them which constitute negligence or gross
negligence or which are in violation of their fiduciary duties,
although it may be possible to obtain injunctive or other equitable
relief with respect to such actions. If equitable remedies are
found not to be available for any particular case, security holders
may not have any effective remedy against the challenged conduct.
Pursuant to the Registration Rights Agreement filed as Exhibit
2.1 to this Registration Statement, each of the Company and the
Selling Shareholder has agreed to indemnify the other and their
directors, officers, agents and representatives (and with respect
to the indemnification of the Selling Shareholder, any
underwriters) against certain civil liabilities that may be
incurred in connection with this offering, including certain
liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
controlling persons of the Company, pursuant to the foregoing
provisions or otherwise, the Company has been advised that, in the
opinion of the Securities and Exchange Commission (the
"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 Company of expenses
incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the
Company 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.
Item 16. Exhibits
Exhibit
Number Description
2.1 Registration Rights Agreement dated April 28, 1994 by and
between the Registrant and Transport Horizons, Inc.*
3.1 The Company's Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-2 (No.33-31107))
3.2 The Company's Bylaws (incorporated by reference to Exhibit 3.2
of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1989)
5 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.2 Consent of KPMG Peat Marwick LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein
* Previously filed.
Item 17. 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 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 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
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
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, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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 2nd day of January, 1996.
DEVCON INTERNATIONAL CORP.
By:/s/DONALD L. SMITH, JR.
Donald L. Smith, Jr.,
President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Donald L.
Smith, Jr. and Richard L. Hornsby, respectively, his true and
lawful attorney-in-fact, each 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, including any
registration statement pursuant to Rule 462 under the Securities
Act, 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.
[CAPTION]
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ DONALD L. SMITH, JR. President and January 2, 1996
Donald L. Smith, Jr. Director (principal
executive officer)
(continued)
<S> <C> <C>
/s/ WALTER B. BARRETT Chief Financial January 2, 1996
Walter B. Barrett Officer and
Treasurer (prin-
cipal financial
and accounting
officer)
/s/ RICHARD L. HORNSBY Executive Vice January 2, 1996
Richard L. Hornsby President and
Director
/s/ ROBERT A. STEELE Director January 2, 1996
Robert A. Steele
</TABLE>
EXHIBIT INDEX
[CAPTION]
<TABLE>
<S> <C> <C>
Number Description Page
5 Opinion of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel,
P.A.
23.1 Consent of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel,
P.A. (contained in Exhibit 5
herein)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on
signature page)
</TABLE>
EXHIBIT 23.2
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-3 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
Fort Lauderdale, Florida
January 2, 1996
