Attached files
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): January 13, 2010
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.)
|
4
Nafcha Street
Jerusalem,
Israel
(Address
of Principal Executive Offices, Zip Code)
011)
(972) (2)
5001128
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
_______________________________________________
(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
5-Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Yoav Krill,
Chairman
On
January 13, 2010, the board of directors (the “Board”) of Suspect Detection
Systems, Inc., a Delaware corporation (the “Registrant”), appointed Yoav Krill
as Chairman of the Board, effective as of said date, to serve until the next
annual meeting of the Registrant’s stockholders and until his successor is duly
appointed and qualified. In connection with Mr. Krill’s appointment,
the Registrant entered into an Agreement (the “Consulting Agreement”) to perform
such duties as will be required of him as the Chairman of the
Board.
In
consideration of the services to be performed under the Consulting Agreement,
Mr. Krill shall receive an annual director’s fee of $25,000 per annum for the
first twelve (12) month period and thereafter, the parties shall agree in
writing, prior to November 30th of
each calendar year as to the amount to be paid as director’s fees, but such
amount shall not be less than $25,000 and shall be increased, proportionately,
with any increase in the Registrant’s paid in capital, sales revenues or net
profits.
Mr. Krill
was also granted 1,500,000 options of common stock of the Registrant,
exercisable at $0.15 per share, from the stock option plan adopted by the
Registrant. 250,000 options vested simultaneously with the execution and
delivery of the Consulting Agreement, and the balance shall vest at the rate of
104,166 options each calendar quarter for the next three years, commencing on
March 31, 2010. The options shall terminate forty-eight (48) months from the
date of vesting.
The terms
of the Consulting Agreement continue until either party provides the other with
no less than 90 days prior written notice. The failure of the Registrant to
maintain directors’ and officers’ liability insurance covering Mr. Krill shall
be deemed a material breach of the agreement and shall automatically terminate
the Agreement.
Yoav
Krill has served in various chief executive positions over the past 25 years and
has been involved in the communications, technology and transportation
industries, where he managed global operations in the United States as well as
in Europe as well as in the emerging markets of Eastern Europe and Southeast
Asia. Since 2008, Mr. Krill has been consulting and promoting Israeli hi-tech
companies concentrating in the energy, electronics and security areas, including
consulting for anti-terror and security companies in the United States. From
2002 through 2008, he was the Senior Vice President Global Network for IDT Corp.
USA. In summer 1995 Mr. Krill graduated the special executive seminar for Managing Global Opportunities
atHarvard Business..
Asher Zwebner, Resignation
as Chief Executive Officer
On
January 12, 2010, Asher Zwebner, the Chief Executive Officer and Chief Financial
Officer of the Registrant, resigned as the Chief Executive Officer. Mr. Zwebner
is remaining as Chief Financial Officer and a director of the
Registrant.
2
Gil Boosidan, Chief
Executive Officer
On
January 13, 2010, the Board appointed Gil Boosidan as Chief Executive Officer of
the Registrant and executed an employment agreement with Mr. Boosidan as of
January 14, 2010 (the “Employment Agreement”).
In
consideration of the services to be performed under the Employment Agreement,
Mr. Boosidan shall receive an aggregate of $30,000 - $20,000 in cash over four
equal quarterly installments commencing March 31, 2010, and $10,000 in shares of
commons stock of the Registrant, the number to be determined by the market value
of the shares of the date of issuance.
The terms
of the Employment Agreement shall be for one year, and the Registrant has the
right to terminate such agreement for cause in the event of a material breach by
Mr. Boosidan which is not cured after notice of such breach.
Since
April 2007, Gil Boosidan invests and advises private equity transactions and
real estate transactions. From February 1997 until February 2007, Mr. Boosidan
served as Senior Vice President of IDT Corporation, as well as Treasurer of IDT
Investments, Inc., a subsidiary of IDT that managed a substantial portion of
IDT’s cash and investments. He served as a member of the board of directors
and chair of the audit committee of Global Energy Holdings Group, Inc. , a
public company. Mr. Boosidan received an MBA from Tel Aviv
University.
The
foregoing descriptions of the Consulting Agreement and the Employment Agreement
do not purport to be complete and are qualified in their entirety by reference
to the Consulting Agreement and the Employment Agreement, respectively, which
are referenced in Exhibits 10.13 and 10.14, respectively, to this
report.
Section
8 - Other Events
Item
8.01 Other Events.
On
January 13, 20101, the Registrant appointed Dr. Kevin Schatzle to the Board of
Advisors. In consideration for his services to the Registrant, Dr. Schatzle was
granted 250,000 options to purchase shares of common stock of the Registrant and
(ii) 250,000 options exercisable for 36 months which vest quarterly. The options
are exercisable for 36 months from their respective vesting date and each has an
exercise price of $0.15 per share.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of business acquired. Not
applicable
(b) Pro
forma financial
information. Not
applicable
(c)
Exhibits
|
Exhibit
10.13
|
Consultant
Agreement, dated January 13, 2010, between Suspect Detection Systems Inc.
and Yoav Krill
|
|
Exhibit
10.14
|
Employment
Agreement, dated January 14, 2010, between Suspect Detection Systems Inc.
and Gil Boosidan
|
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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. | |||
|
Date: January
19, 2010
|
By:
|
/s/ Gil Boosidan | |
| Name: | Gil Boosidan | ||
| Title: | Chief Executive Officer | ||
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