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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 251588109 | Page 2 of 7 Pages | |||||
| 1. | Name of Reporting Person: STEPHEN J. RUZIKA |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instructions): 00 |
|||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| 6. | Citizenship or Place of Organization: US |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 7. | Sole Voting Power: 70,422 | |||||
| 8. | Shared Voting
Power: -0- | |||||
| 9. | Sole Dispositive
Power: 942,643 | |||||
| 10. | Shared Dispositive
Power: -0- | |||||
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 942,643* |
|||||
| 12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
| 13. | Percent of Class Represented by
Amount in Row (11): 14.3% | |||||
| 14. | Type of Reporting Person (See
Instructions): IN | |||||
* Includes 650,000 shares of Common Stock underlying warrants owned by CSS Group, Inc., all of which are immediately exercisable. Assumes beneficial ownership of such shares is attributed to Mr. Ruzika.
| CUSIP No. 251588109 | Page 3 of 7 Pages | |||||
| 1. | Name of Reporting Person: CSS GROUP, INC. |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instructions): OO |
|||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| 6. | Citizenship or Place of Organization: State of Delaware |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 7. | Sole Voting Power: 0 | |||||
| 8. | Shared Voting
Power: 0 | |||||
| 9. | Sole Dispositive
Power: 650,000 | |||||
| 10. | Shared Dispositive
Power: 0 | |||||
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 650,000 |
|||||
| 12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
| 13. | Percent of Class Represented by
Amount in Row (11): 9.96% | |||||
| 14. | Type of Reporting Person (See
Instructions): CO | |||||
| CUSIP No. 251588109 | 13D | Page 4 of 7 Pages |
| (a) | This statement is filed by (i) Stephen Ruzika, with respect to shares of Common Stock beneficially owned by him and CSS Group, Inc. (CSS Group) and (ii) CSS Group with respect to shares of Common Stock beneficially owned by it. The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| The executive officers, directors and control persons of CSS Group are as follows: | ||
| Stephen J. Ruzika President and Director | ||
| John E. Danneberg Vice President and Director | ||
| (b)-(c) | The address of the principal business and principal office of each of Mr. Ruzika and CSS Group is c/o Devcon International Corp., 1350 East Newport Center Drive, Suite 201, Deerfield Beach, Florida 33442. The address of the principal business and principal office of Mr. Danneberg is Suite 212, 2500 Tamiami Trail N., Naples, Florida 34103. Mr. Ruzika is the President and Chief Executive Officer of the Company. The principal business of CSS Group is to act as a holding company and hold securities in various investments, including the Company. Mr. Danneberg is Vice President, Business Development of the Company. | |
| (d)-(e) | None of the Reporting Persons, or any of the officers, directors or, to the best of the Reporting Persons knowledge, control persons of CSS Group, has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. | |
| (f) | CSS Group is organized under the laws of the State of Delaware. Each of Mr. Ruzika and Mr. Danneberg is a citizen of the United States of America. |
| CUSIP No. 251588109 | 13D | Page 5 of 7 Pages |
| (a) | As of the date of this Schedule 13D: |
| (1) | Mr. Ruzika beneficially owns 942,643 shares of Common Stock which includes the right to acquire 761,111 shares of Common Stock. This also includes shares of Common Stock that CSS Group may be deemed to beneficially own as Mr. Ruzika is the president and a director of CSS Group and as such, has the power to dispose of any shares of Common Stock that CSS Group may be deemed to beneficially own. Therefore, Mr. Ruzika may be deemed to beneficially own any shares of Common Stock that CSS Group may be deemed to beneficially own. In the aggregate, Mr. Ruzikas beneficial ownership represents approximately 14.3% of the shares of the Companys Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. | ||
| (2) | CSS Group beneficially owns 650,000 shares of Common Stock which consists solely of the right to acquire shares of Common Stock. In the aggregate, this represents approximately 9.96% of the shares of the Companys Common Stock calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
| The approximate aggregate percentage of Common Stock reported beneficially owned by each Reporting Person is based on 5,826,660 shares of Common Stock, which is the total number of shares of Common Stock outstanding as of July 8, 2005. | ||
| (b) | Voting and Dispositive Power. |
| (1) | Each of Mr. Ruzika and CSS Group has granted Coconut Palm Capital Investors I, Inc. (Coconut Palm) the sole power to vote their shares received in the redemption pursuant to proxy agreements that were executed by Mr. Ruzika and CSS Group, Inc. in connection with the Distribution, as described in Item 6 below. | ||
| (2) | CSS Group has sole dispositive power with respect to 650,000 shares of Common Stock. | ||
| (3) | Mr. Ruzika has sole dispositive power with respect to 942,643 shares of Common Stock and sole voting power with respect to 70,422 share of Common Stock. |
| (c) | As described in Item 4, on June 28, 2005 upon redemption of his limited partnership interests in the Distribution, Mr. Ruzika received: |
| | 111,111 shares of Common Stock; | ||
| | warrants to purchase an aggregate of 55,555 shares of Common Stock at an exercise price of $10.00 per share, which are immediately exercisable and expire on July 30, 2007; | ||
| | warrants to purchase an aggregate of 27,778 shares of Common Stock at an exercise price of $11.00 per share, which are immediately exercisable and expire on July 30, 2008; and | ||
| | warrants to purchase an aggregate of 27,777 shares of Common Stock at an exercise price of $15.00 per share, which are immediately exercisable and expire on July 30, 2009. |
| CUSIP No. 251588109 | 13D | Page 6 of 7 Pages |
| As described in Item 4, on June 28, 2005 upon redemption of its limited partnership interests in the Distribution, CSS Group received: |
| | warrants to purchase an aggregate of 325,000 shares of Common Stock at an exercise price of $10.00 per share, which are immediately exercisable and expire on July 30, 2007; | ||
| | warrants to purchase an aggregate of 162,500 shares of Common Stock at an exercise price of $11.00 per share, which are immediately exercisable and expire on July 30, 2008; and | ||
| | warrants to purchase an aggregate of 162,500 shares of Common Stock at an exercise price of $15.00 per share, which are immediately exercisable and expire on July 30, 2009. |
| Except as set forth in this Schedule 13D, to the best knowledge of each of the Reporting Persons, neither the Reporting Persons nor any director or executive officer of CSS Group has beneficial ownership of any shares of Common Stock, or has engaged in any transaction during the past sixty (60) days in any shares of Common Stock, other than the Distribution. | ||
| (d) | Not applicable. | |
| (e) | Not applicable. |
| Exhibit 1. | Joint Filing Agreement relating to the filing of this statement |
| CUSIP No. 251588109 | 13D | Page 7 of 7 Pages |
| /s/ Stephen J . Ruzika | ||||
| Stephen J . Ruzika | ||||
| CSS GROUP, INC. |
||||
| By: | /s/ Stephen J. Ruzika | |||
| Name: | Stephen J. Ruzika | |||
| Title: | President | |||