(Mark One)
X ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
(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.)
(Address of principal executive offices)
Registrant’s telephone number: (954) 429-1500
_________________
Title of each class on which registered
NONE
Common Stock, $0.10 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No X
The aggregate market value of the Common Stock held by non-affiliates of Devcon International Corp. as of June 30, 2003 was approximately $5.9 million, based on the closing price on that date of $6.41. In this calculation all executive officers, directors and 5 percent beneficial owners of Devcon International Corp. are considered to be affiliates. This is not an admission that such executive officers, directors or 5 percent beneficial owners are, in fact, affiliates of the registrant.
As of April 23, 2004, the number of outstanding shares of Common Stock of the registrant was 3,460,048.
This Amendment No. 2 to the Form 10-K for the fiscal year ended December 31, 2003 of Devcon International Corp. (the “Company”) is being filed solely to amend and restate the signature page attached thereto.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 28, 2004 Devcon International Corp.
BY:/S/
DONALD L. SMITH, JR.
Donald L. Smith, Jr.
Chairman,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.
February 28, 2004 Devcon International Corp.
By:/S/
DONALD L. SMITH, JR.
Donald L. Smith, Jr.Chairman,
President and
Chief Executive
Officer(Principal
Executive Officer)
February 28, 2004 By:/S/ RICHARD L. HORNSBY
Richard
L. Hornsby
Executive Vice President and
Director
Jan A. Norelid
Vice President of Finance,
Chief Financial Officer and
Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Robert
D. Armstrong
Director
Jose A. Bechara, Jr.
Director
Gustavo
R. Benejam
Director
James
R. Cast
Director
W.
Douglas Pitts
Director
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized.
Date: June 7, 2004 DEVCON INTERNATIONAL CORP. By: /s/ Jan A. Norelid
Jan
A. Norelid,
Vice President of Finance and Treasurer
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