On July 10, 2008, Devcon International Corp. (the “Company”) entered into Amendments (the “Amendments”) to those certain Forbearance Agreements (the “Forbearance Agreements”), dated as of May 12, 2008, between the Company and each of certain institutional investors (the “Required Holders”) holding, in the aggregate, a majority of the Company’s previously-issued Series A Convertible Preferred Stock (the “Series A Preferred Stock”). Under the terms of the Forbearance Agreements, each of the Required Holders had previously agreed to forbear from taking certain actions with regards to the Series A Preferred Stock for a period of time ending no later than July 10, 2008. The Amendments extend the period of time that each of the Required Holders has agreed to forbear from taking such actions to a period of time ending no later than July 23, 2008.

Other than the Company’s relationship with the Required Holders as holders of the Company’s Series A Preferred Stock and the Company’s relationship with an affiliate of one of the Required Holders, which is the senior lender of the Company pursuant to that certain Credit Agreement, dated November 10, 2005, by and among Devcon Security Holdings, Inc., Devcon Security Services Corp., Coastal Security Company, Coastal Security Systems, Inc., Central One, Inc. and CapitalSource Finance LLC, as amended from time to time, there is no material relationship between the Company and such parties of which the Company is aware.

The foregoing description of the Amendments is qualified in its entirety by reference to the terms of the Amendments, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

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.

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