

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1999
                                         REGISTRATION STATEMENT NO. 333-________
================================================================================

                       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 EAST NEWPORT CENTER DRIVE, SUITE 201
                         DEERFIELD BEACH, FLORIDA 33442
                                 (954) 429-1500
          -------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             1999 STOCK OPTION PLAN

          -------------------------------------------------------------

                              DONALD L. SMITH, JR.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           DEVCON INTERNATIONAL CORP.
                    1350 EAST NEWPORT CENTER DRIVE, SUITE 201
                         DEERFIELD BEACH, FLORIDA 33442
               ---------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 429-1500
               ---------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                            ROBERT L. GROSSMAN, ESQ.
                             GREENBERG TRAURIG, P.A.
                              1221 BRICKELL AVENUE
                              MIAMI, FLORIDA 33131
                                 (305) 579-0756

                               -------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                   PROPOSED MAXIMUM            PROPOSED
           TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE         MAXIMUM AGGREGATE         AMOUNT OF
            TO BE REGISTERED                   REGISTERED            PER SHARE(1)          OFFERING PRICE(1)      REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                       <C>                     <C>
COMMON STOCK                                     350,000            $1.50 - $4.875            $615,187.50             $162.42
  $.10 PAR VALUE......................           SHARES
====================================================================================================================================
<FN>
(1)   Estimated solely for the purpose of calculating the registration fee which
      was computed in accordance with Rule 457(h) on the basis of the (i) actual
      exercise price of $1.50 for an aggregate of 325,500 options to purchase
      Common Stock being registered, which have already been granted under the
      Devcon International Corp. 1999 Stock Option Plan (the "Plan"), (ii) the
      average of the high and low price of a share of Common Stock as reported
      by the Nasdaq National Market on December 1, 1999, (which was $4.875 with
      respect to 24,500 shares of Common Stock subject to future grants of
      options under the Plan).
</FN>
</TABLE>

<PAGE>

          PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

---------------------

         * The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as the
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, shall
constitute a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                       2
<PAGE>

           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 or portions thereof as indicated:

         (a)      the Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998;

         (b)      the Registrant's Quarterly Reports on Form 10-Q, for the
                  quarterly periods ended March 31, 1999, June 30, 1999 and
                  September 30, 1999;

         (c)      all other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (the
                  "Exchange Act") since December 31, 1998;

         (d)      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; and

         (e)      the description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form S-2 (Reg. No.
                  33-31107), filed with the Commission on September 15, 1989, as
                  amended on October 10, 1989.

         In addition, 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. Any statement contained in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Articles provide that the Registrant
may indemnify its executive officers and directors to the fullest extent
permitted by law.

         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 will continue to be subject to liability for (a) violations of the
criminal law, 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 a 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

                                       3
<PAGE>

under any other law, such as the federal securities laws. The effect of the
foregoing is to require the Registrant to indemnify the officers and directors
of the Registrant for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the 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 suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

See "Exhibit Index" on page II-1 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 (the "Act");

                           (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;

                           (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 Act, 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.

                                       4
<PAGE>

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, 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
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 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 Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Act, 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 December 7, 1999.

                              DEVCON INTERNATIONAL CORP.

                              By: /s/ DONALD L. SMITH, JR.
                                  --------------------------------------
                              Name:   Donald L. Smith, Jr.
                              Title:  Chairman of the Board and Chief Executive
                                      Officer

         Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
              SIGNATURE                             TITLE                               DATE
              ---------                             -----                               ----
<S>                                <C>                                            <C>
/s/ DONALD L. SMITH, JR.           Chairman of the Board and Chief Executive      December 7, 1999
---------------------------        Officer
Donald L. Smith, Jr.

/s/ RICHARD L. HORNSBY             Senior Vice President and Director             December 7, 1999
---------------------------
Richard L. Hornsby

/s/ ROBERT A. STEELE               Director                                       December 7, 1999
---------------------------
Robert A. Steele

/s/ ROBERT L. KESTER               Director                                       December 7, 1999
---------------------------
Robert L. Kester

/s/ W. DOUGLAS PITTS               Director                                       December 7, 1999
---------------------------
W. Douglas Pitts

/s/ JOSE A. BECHARA, JR.           Director                                       December 7, 1999
---------------------------
Jose A. Bechara, Jr.
</TABLE>

                                       6
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
 NUMBER                               DESCRIPTION
-------                               -----------
  4.1        Registrant's Amended and Restated Articles of Incorporation(1)
  4.2        Registrant's Amended and Restated Bylaws(2)
  4.3        1999 Stock Option Plan
  5.1        Opinion of Greenberg Traurig, P.A.
 23.1        Consent of KPMG LLP
 23.2        Consent of Greenberg Traurig, P.A. (contained in its opinion filed
             as Exhibit 5.1 hereto)

----------------------------

(1)      Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Registration Statement on Form S-2 (Reg. No. 33-31107).

(2)      Incorporated by reference to Exhibit 3.2 filed with the Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

                                      II-1

