UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~July~~October 2724, 2011

SUSPECT DETECTION SYSTEMS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-141211		98-0511645
(Commission File Number)		(IRS Employer Identification No.)

150 West 56th Street, Suite 4005, New York, NY 10019

(Address of Principal Executive Offices, Zip Code)

212 - 977-4126

(Registrant's Telephone Number, Including Area Code)

Not applicable

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(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

~~|_|~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~|_|~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

~~Section~~Item ~~5-Corporate~~8.01 ~~Governance~~Other ~~and Management~~Events

~~Item~~On 5October 24, 2011, Suspect Detection Systems Inc.02 ~~Departure~~(the “Company”) entered into a non-binding letter of ~~Directors~~intent or(“LOI”) ~~Principal~~with ~~Officers;~~DVTel, ~~Election~~Inc., a Delaware corporation (“DVTel”). If the parties sign a definitive merger agreement incorporating the terms of ~~Directors;~~the ~~Appointment~~LOI and the parties consummate the transactions contemplated by the LOI, a newly-formed wholly-owned subsidiary of ~~Certain~~the ~~Officers;~~Company ~~Compensatory~~will ~~Arrangements~~merge with and into DVTel (the “Merger”) with DVTel surviving the Merger as a wholly-owned subsidiary of ~~Certain~~the ~~Officers~~Company.

OnIf ~~July~~the 27transaction contemplated by the LOI is consummated, ~~2011~~all currently outstanding shares, ~~Suspect~~options, ~~Detection~~warrants ~~Systems~~and ~~Inc.~~other rights to receive shares of the Company will equal 15% of the fully diluted capital stock of the Company post-Merger and the existing security holders of DVTel will have 85% (or such higher percentage reasonably acceptable to DVTel if the “Company”)’s ~~entered~~outstanding debt is not converted into anequity ~~indemnification~~prior to the execution of the merger agreement). ~~with~~Said ~~Shabtai~~percentages ~~Shoval~~are ~~and~~prior ~~with~~to ~~Yoav~~the ~~Krill~~future ~~and~~security ~~Gil~~issuances ~~Boosidan~~to investors making an investment in the Company, on ~~July~~terms 29acceptable to DVTel, ~~2011.~~of ~~Mr.~~not ~~Shoval~~less than $5,000,000; this proposed financing is one of the ~~chief~~conditions ~~executive~~to ~~officer~~closing of the Merger. Some of the other conditions to closing include the Company acquiring the balance of the shares it owns in Suspect Detection ~~Systems~~Services Ltd., its Israeli subsidiary, the stockholders of the Company's ~~operating~~approving ~~subsidiary,~~a ~~Mr.~~reverse ~~Krill~~split isand/or increase in the ~~Chairman~~authorized share capital of the Company, ~~and~~unless ~~Mr.~~the ~~Boosidan~~exchange ratio above is adjusted, the holders of the Company's ~~Chief~~convertible ~~Executive~~debt ~~Officer~~converting to equity (prior to the execution of the merger agreement), key employees of the Company being subject to employment agreements acceptable to DVTel and, if required by DVTel, the receipt of a ~~director~~fairness opinion. If the Merger closes, designees of DVTel will be appointed as members of the board and management of the Company.

~~Pursuant~~The toCompany ~~the~~has ~~agreements,~~agreed in the ~~Company~~LOI ~~agreed~~ to ~~indemnify~~use ~~each~~its ofcommercially ~~Messrs.~~reasonable ~~Shoval,~~efforts ~~Krill and Boosidan~~ to ~~the~~file ~~fullest~~a ~~extent~~definitive ~~permitted~~proxy bystatement ~~law~~within ~~for~~30 ~~all~~days ~~expenses,~~of ~~costs, liabilities and legal fees which such individual may incur in~~ the ~~discharge~~date of ~~his duties to~~ the ~~Comany.~~LOI ~~Notwithstanding the foregoing, the person will not be entitled~~ to ~~any~~approve ~~indemnification~~a ~~with~~reverse ~~respect~~stock tosplit ~~any claim arising directly~~ and/or ~~indirectly~~increase ~~if,~~its ~~among~~share ~~others,~~capital ~~(i)~~necessary ~~his~~to ~~acts~~effectuate ~~were committed in bad faith or were~~ the ~~result~~Merger ~~of active~~ and ~~deliberate~~related ~~dishonesty,~~transactions ~~(ii)~~contemplated ~~he gained any financial profit or other advantage to which he was not legally entitled, or (iii) payment~~ by the ~~Company is not permitted by applicable law~~LOI.

~~For~~Pursuant ~~all~~to the ~~terms~~LOI, ~~and~~the ~~conditions~~Company agreed for a period of 120 days or the ~~agreements~~earlier written notice from DVTel that it no longer desires to pursue the Merger not to, ~~reference~~directly isor ~~hereby~~indirectly, ~~made~~solicit, negotiate with or discuss any proposal to ~~such~~acquire ~~agreements~~the ~~annexed~~business, ~~hereto~~assets asor ~~Exhibits~~stock ~~10.21~~of the Company, ~~10.22~~to issue any equity or debt securities of the Company, ~~and~~to ~~10.23. All~~provide ~~statements~~non-public ~~made~~information ~~herein~~regarding ~~concerning~~any acquisition proposal, or to enter into any agreement or understanding to abandon, terminate or fail to consummate the ~~foregoing~~Merger ~~agreements~~with ~~are~~DVTel. ~~qualified~~The byCompany ~~references~~is required to ~~said~~immediately ~~exhibits~~notify DVTel regarding any such interests or proposals from third parties.

In the event that an agreement between the parties is not entered into prior to February 27, 2012, the LOI will terminate unless extended by the parties.

For all of the terms and conditions of the LOI, reference is hereby made to Exhibit 10.24. All statements made herein concerning the LOI are qualified by reference to said exhibit.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibit No.	Description	~~Description~~
10.21		Indemnification Agreement dated July 27, 2011, between Suspect Detection Systems Inc. and Shabtai Shoval
10.24	Letter of Intent, dated October 24, 2011, between Suspect Detection Systems Inc. and DVTel, Inc.
10.22		Indemnification Agreement dated July 29, 2011, between Suspect Detection Systems Inc. and Yoav Krill
10.23		Indemnification Agreement dated July 29, 2011, between Suspect Detection Systems Inc. and Gil Boosidan

SIGNATURES

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

SUSPECT DETECTION SYSTEMS INC. By: /s/ Gil Boosidan Name: Gil Boosidan Title: Chief Executive Officer

Date: October 27, 2011

By: /s/ Gil Boosidan

Name: Gil Boosidan

Title: Chief Executive Officer

Date: August 1, 2011

Filing Compare · Suspect Detection Systems, Inc.