UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): ~~September~~January 2516, ~~2007~~2008

DEVCON INTERNATIONAL CORP.

(Exact Name of ~~Company~~Registrant as Specified in Its Charter)

Florida

000-07152

59-0671992

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

595 SOUTH FEDERAL HIGHWAY, SUITE 500

BOCA RATON, FLORIDA 33432

(Address of principal executive office)

Company’s telephone number, including area code (561) 208-7200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Entry~~On ~~into~~January 16, ~~a Material~~2008, ~~Definitive~~Robert ~~Agreement~~W. Schiller resigned from his position as the Chief Financial Officer of Devcon International Corp. (the “Company”).

On ~~September~~January 2523, ~~2007~~2008, ~~certain subsidiaries (~~the ~~“Borrowers”)~~Board of ~~Devcon~~Directors ~~International Corp.~~of (the “Company”) ~~entered~~appointed ~~into~~Mark ~~that~~M. ~~certain Consent and Fifth Amendment to Credit Agreement~~McIntosh, ~~dated September 25, 2007 (~~the ~~“Amendment”)~~Company’s ~~with~~Vice President ~~CapitalSource~~of Finance ~~LLC (“CapitalSource”), as Agent for the Lenders parties thereto~~ and asStrategic aBusiness ~~Lender~~Development, ~~pursuant~~ to ~~which that certain Credit Agreement, dated as of November 10, 2005, as amended, was further amended to increase~~ the ~~total~~position ~~commitment thereunder to $105,000,000 (with the Borrowers having the ability to increase this commitment further to $125,000,000 upon satisfaction~~ of ~~certain~~Chief ~~conditions),~~Financial ~~extend~~Officer ~~the maturity date thereunder to September 25, 2010, and adjusted the interest rate and certain financial and other covenants provided therein. Under the terms~~ of the ~~Amendment, as of the date of this report, the~~ Company~~’s new effective interest rate under the Credit Agreement is LIBOR plus 5~~.~~75%.~~

~~The~~Mr. McIntosh, ~~proceeds~~37, had ~~were~~been ~~used~~our Vice President of Finance and Strategic Business Development since July 2007. Prior to ~~partially~~joining ~~fund~~us, ~~the~~from ~~redemption~~October of2006 ~~certain~~to ~~shares~~June 2007, Mr. McIntosh served as Chief Operating Officer of ~~the~~Nexus ~~Company’s~~Development ~~Series~~Group, Aa ~~Convertible~~residential ~~Preferred~~and commercial ~~Stock~~real estate development firm, ~~par~~where ~~value~~he $was responsible for all financial, strategic and operational functions of the company.~~001~~ ~~(“Series~~From AOctober ~~Convertible~~2004 ~~Preferred~~to ~~Stock”)~~October 2006, inMr. McIntosh ~~connection~~served as Chief Financial Officer and Partner of The ~~with~~Restaurant ~~previously~~People ~~disclosed~~Management, ~~settlement~~a ~~arrangements~~restaurant ~~the~~management ~~Company~~company ~~had~~that ~~entered~~owns ~~into~~and ~~settling~~operates ~~all~~restaurants ~~claims~~and ~~set~~associated ~~forth~~real estate in the ~~lawsuit~~South ~~(the~~Florida ~~“Lawsuit”)~~market, ~~previously~~where ~~disclosed~~he ~~under~~was responsible for all financial, technological and human resource areas of the company, ~~Caption~~including ~~“Series~~managing Athe ~~Convertible~~financial ~~Preferred~~and ~~Stockholder”~~accounting functions of five operating companies with revenues in excess of $16 million. Prior to The Restaurant People, from July 1999 to October 2004, Mr. McIntosh served as Director, Finance and ~~“Item~~Corporate 3Development, -of ~~Legal~~CBS ~~Proceedings”~~SportsLine, an interactive sports media company, where he was responsible for the financial and strategic functions of the ~~Company~~company’s ~~Annual~~business ~~Report~~units. onPreviously, ~~Form~~Mr. McIntosh ~~10-K/A~~was ~~filed~~a Strategies Associate with Bank ~~the~~of ~~Securities~~America, N.A. and ~~Exchange~~a ~~Commission~~Sales onAssociate ~~April 30~~with Kidder, ~~2007~~Peabody & Co./PaineWebber Inc. Mr. McIntosh received his BBA in Finance from Georgia State University.

~~Other~~A ~~than~~copy of the ~~Company’s~~press ~~relationship~~release ~~with~~dated ~~CapitalSource~~January 23, as2008 ~~the~~announcing ~~Company~~Mr. Schiller’s ~~senior~~resignation ~~lender under the Credit Agreement~~ and ~~with~~Mr. McIntosh’s anappointment ~~affiliate~~as ~~of CapitalSource that owns certain shares of~~ the Company’s ~~Series A~~Chief ~~Convertible~~Financial ~~Preferred~~Officer ~~Stock, the Company~~ is not aware of any material relationship between the Company and CapitalSource. The Company did not redeem the shares of Series A Convertible Preferred Stock held by CapitalSource. The foregoing description of the Amendment is qualified in its entirety by reference to the terms of the Amendment which are attached tohereto ~~this Current Report on Form 8-K~~ as Exhibit 1099.1. ~~In addition, the Company has attached as Exhibit 10.2 its previously disclosed Waiver~~ and ~~Fourth~~incorporated ~~Amendment~~herein toby ~~Credit~~this ~~Agreement, dated May 10, 2007~~reference.

Item 27.01 ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure

~~See~~The ~~above~~Company is attaching a copy of a press release, dated January 23, 2008, announcing Mr. Schiller’s resignation and Mr. McIntosh’s appointment as the Company’s Chief Financial Officer as Exhibit 99.1 and such press release is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(ad) ~~Financial~~The ~~Statements~~following ofexhibits ~~Businesses~~are ~~Acquired~~furnished herewith:

Not Applicable.


Exhibit No.		Description
99.1		Press release dated January 23, 2008

~~(b)~~Limitation ~~Pro~~on ~~Forma~~Incorporation ~~Financial~~by ~~Information~~Reference

~~Not~~In ~~Applicable~~accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) that is furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Exhibit No.		Document
10.1		Consent and Fifth Amendment to Credit Agreement, dated as of September 25, 2007.
10.2		Waiver and Fourth Amendment to Credit Agreement, dated May 10, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEVCON INTERNATIONAL CORP.	~~DEVCON INTERNATIONAL CORP.~~
Date: October 1, 2007		By:	/s/ Robert Farenhem
Date: January 23, 2008	By:	/s/ Robert Farenhem
	Name:	~~Name:~~Robert Farenhem	~~Robert Farenhem~~
	Title:	~~Title:~~President	~~President~~

~~Index~~EXHIBIT toINDEX ~~Exhibits~~

Exhibit No.		Exhibit Title
ExhibitNumber		Description
10.1		Consent and Fifth Amendment to Credit Agreement, dated as of September 25, 2007.
99.1		Press release dated January 23, 2008
10.2		Waiver and Fourth Amendment to Credit Agreement, dated May 10, 2007.

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