BOCA RATON, Fla., Oct. 10 -- Devcon International Corp. (OTC Bulletin Board: DEVC.OB) announced today that it has filed a Form 15 with the Securities and Exchange Commission ("SEC") to voluntarily deregister its common stock under the Securities Exchange Act of 1934. Devcon expects that the deregistration will be effective within 90 days. Devcon is eligible to deregister its common stock because the current holders of record of the common stock is held by less than 300 persons. As a result of this filing, Devcon's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. In addition, as a result of the decision to deregister, the Company's common stock will cease to be eligible to trade on the OTCBB.
The Company expects, but cannot guarantee, that its common stock will continue to be quoted on the Pink Sheets after it is deregistered. There is no assurance that any brokerage firm will continue to make a market in the Company's common stock after deregistration. The Pink Sheets is a centralized quotation service that publishes market maker quotes for securities primarily through its website, http://www.pinksheets.com/.
Deregistration of Devcon's common stock was approved at a meeting of the Company's Board of Directors on October 1, 2008, after consultation with management and corporate counsel and deliberation regarding the advantages and disadvantages of continuing SEC registration.
In commenting on the decision to deregister, Mr. Richard Rochon, the Company's Acting Chief Executive Officer, stated, "After carefully considering the advantages and disadvantages of continued registration, including (i) the high financial costs associated with preparing and filing periodic reports and other filings with the SEC in comparison to Devcon's size; (ii) the costs associated with the requirements of the Sarbanes-Oxley Act of 2002; (iii) the demands placed on management to comply with SEC reporting obligations, which detract from time available for overseeing the operation and growth of Devcon; (iv) the limited public trading volume of Devcon's common stock; and (v) the concentrated nature of Devcon's public float, the Board of Directors of Devcon believes that deregistering is in the best interest of the Company and is anticipated to help build long term stockholder value. This action should result in accounting, legal and administrative expense reductions and allow Devcon's management to focus its attention, efforts and resources on Devcon's operations and revenue growth. Many small public companies are choosing to deregister because of similar concerns."
Devcon will continue to issue press releases and make news announcements of important events and post them on its website, which may be found at http://www.devc.com/.
About Devcon
Devcon International's wholly-owned subsidiary, Devcon Security (http://www.devcon-security.com/), is a leading provider of installation, monitoring and related electronic security services, currently serving more than 140,000 commercial and residential customers in Florida, New York City and Staten Island. Since February, 2005, Devcon has made 3 significant acquisitions of full-service electronic security services companies with significant concentrations throughout Florida and the New York Metropolitan region. Currently, Devcon Security Services Corp. is the third largest security monitoring and alarm company in Florida and the fourteenth largest in the U.S.
Forward-Looking Statements
This press release may contain statements, which are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Devcon's future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. You should not rely on forward-looking statements because Devcon's actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations effecting our business, and other risks and uncertainties discussed under the heading "Item 1A - Risk Factors" in Devcon's Annual Report on Form 10-K for the period ended December 31, 2007 as filed with the Securities and Exchange Commission, and other reports Devcon files from time to time with the Securities and Exchange Commission. Devcon does not intend to and undertakes no duty to update the information contained in this press release.
