<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms86-08.txt
<TEXT>


    As filed with the Securities and Exchange Commission on _______, __, 2008

                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of l933

                       SECURITY DEVICES INTERNATIONAL INC.
                    ---------------------------------------
               (Exact name of issuer as specified in its charter)

                     Delaware                             Applied For
         -------------------------------              -------------------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

             2171 Avenue Rd., Suite 103
             Toronto, Ontario, Canada                         M5M 4B4
           ----------------------------------------         ----------
           (Address of Principal Executive Offices)         (Zip Code)

                         Non-Qualified Stock Option Plan
                          ---------------------------
                              (Full Title of Plan)

                      Security Devices International, Inc.
                           2171 Avenue Rd., Suite 103
                                Toronto, Ontario
                                 Canada M5M 4B4
                   ------------------------------------------
                     (Name and address of agent for service)

                                 (647) 388-1117
                     --------------------------------------
         (Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

      Large accelerated filer [  ]               Accelerated filer [  ]

      Non-accelerated filer [  ]                 Smaller reporting company [X]
(Do not check if a smaller reporting company)


<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                           Proposed       Proposed
                                            maximum       maximum
Title of securities          Amount         offering      aggregate   Amount of
 to be                       to be           price        offering  registration
registered                registered (1)   per share (2)    price        Fee
--------------------------------------------------------------------------------

Common Stock issuable
pursuant to Non-Qualified
Stock Option Plan           5,000,000         $2.25      $1,125,000      $443

------------------------------------------------------------------------------


(1) This Registration Statement also covers such additional number of shares,
    presently undeterminable, as may become issuable under the Stock Bonus Plans
    in the event of stock dividends, stock splits, recapitalizations or other
    changes in the Company's common stock. The shares subject to this
    Registration Statement are shares granted pursuant to the Company's Stock
    Bonus Plans all of which may be reoffered in accordance with the provisions
    of Form S-8.

(2) Varied, but not less than the fair market value on the date that the options
    were or are granted. Pursuant to Rule 457(g), the proposed maximum offering
    price per share and proposed maximum aggregate offering price are based upon
    closing price of the Company's common stock on June 16, 2008.




                                       2
<PAGE>



                       SECURITY DEVICES INTERNATIONAL INC.

              Cross Reference Sheet Required Pursuant to Rule 404

                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

(NOTE:   Pursuant to instructions to Form S-8, the Prospectus described below is
         not required to be filed with this Registration Statement.)
Item
No.      Form S-8 Caption                               Caption in Prospectus
----     ----------------                               ---------------------

  1.     Plan Information

         (a)  General Plan Information              Stock Option and Bonus Plans

         (b)  Securities to be Offered              Stock Option and Bonus Plans

         (c)  Employees who may Participate         Stock Option and Bonus Plans
              in the Plan

         (d)  Purchase of Securities Pursuant       Stock Option and Bonus Plans
              to the Plan and Payment for
              Securities Offered

         (e)  Resale Restrictions                 Resale of Shares by Affiliates

         (f)  Tax Effects of Plan                 Stock Option and Bonus Plans
              Participation

         (g)  Investment of Funds                   Not Applicable.

         (h)  Withdrawal from the Plan;           Other Information Regarding
              Assignment of Interest              the Plans

         (i)  Forfeitures and Penalties           Other Information Regarding
                                                  the Plans

         (j)  Charges and Deductions and          Other Information Regarding
              Liens Therefore                     the Plans

2.       Registrant Information and Employee      Available Information,
         Plan Annual Information                  Documents Incorporated by
                                                  Reference



                                       3
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference
------------------------------------------------

The following  documents  filed by the Company with the  Securities and Exchange
Commission  are  incorporated  by  reference  in  this  Registration  Statement:
Registration  Statement  on Form SB-2 (SEC  file #  333-143301),  report on Form
10-KSB for the year ended  November  30,  2007 and report on Form 10-QSB for the
three months ended  February 29, 2008.  All reports and  documents  subsequently
filed by the  Company  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement of which this  Prospectus  is a part
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference in this  Prospectus and to be a part thereof from the
date of filing of such reports or documents.

Item 4 - Description of Securities
----------------------------------

         Not required.

Item 5 - Interests of Named Experts and Counsel
-----------------------------------------------

         Not Applicable.

Item 6 - Indemnification of Directors and Officers
--------------------------------------------------

The Bylaws of the Company  provide in substance that the Company shall indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened or completed  action,  suit or proceeding,  whether civil,  criminal,
administrative,  or  investigative  by reason of the fact that such person is or
was a director,  officer, employee,  fiduciary or agent of the Company, or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
fiduciary or agent of another corporation,  partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
to the full  extent  permitted  by the laws of the state of  Colorado;  and that
expenses  incurred  in  defending  any such civil or  criminal  action,  suit or
proceeding  may be paid by the  Company in advance of the final  disposition  of
such action,  suit or  proceeding as authorized by the Board of Directors in the
specific case upon receipt of an  undertaking  by or on behalf of such director,
officer  or  employee  to repay  such  amount  to the  Company  unless  it shall
ultimately be determined  that such person is entitled to be  indemnified by the
Company as authorized in the Bylaws.



                                       4
<PAGE>

Item 7 - Exemption for Registration Claimed
-------------------------------------------

      Not applicable.

Item 8 - Exhibits
-----------------

4 - Instruments Defining Rights of
    Security Holders

   (a) - Common Stock                       Incorporated by reference to the
                                            same exhibit filed as part of the
                                            Company's Registration Statement on
                                            Form SB-2 (File # 333-132456).

   (b) - Non-Qualified Stock Option Plan    __________________________________
          (as amended)

  5 - Opinion Regarding Legality            __________________________________

 l5 - Letter Regarding Unaudited Interim
    Financial Information                   None

 23 - Consent of Independent Public
        Accountants and Attorneys           __________________________________

 24 - Power of Attorney                     Included in the signature page of
                                            this Registration Statement

  99 - Additional Exhibits
    (Re-Offer Prospectus)                   __________________________________


Item 9 - Undertakings
---------------------

    (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i)   to include any prospectus required by Section l0(a)(3) of the
               Securities Act of l933;

         (ii)  to reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and


                                       5
<PAGE>

         (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change in such information in the
               registration statement;

               Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section l3
               or Section l5(d) of the Securities Act of l934

              (2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       6
<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  constitutes
and appoints Sheldon Kales, his true and lawful attorney-in-fact and agent, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent or his substitute or substitutes  may lawfully do or
cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  Registrationv
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Toronto, Ontario.

                                    SECURITY DEVICES INTERNATIONAL INC.

June 12, 2008                       By:  /s/ Sheldon Kales
                                         -----------------------------------
                                         Sheldon Kales, President

June 24, 2008                       By:  /s/ Rakesh Malhotra
                                         -------------------------------------
                                         Rakesh Malhotra, Principal Accounting
                                         and Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                               Title                   Date
---------                               -----                   ----

/s/ Sheldon Kales                      Director            June 12, 2008
-------------------------
Sheldon Kales

/s/ Boaz Dor                           Director            June 12, 2008
-------------------------
Boaz Dor

/s/ Gregory Sullivan                   Director            June 12, 2008
-------------------------
Gregory Sullivan





                                       7
<PAGE>








                  FORM S-8 Security Devices International, Inc.
                           2171 Avenue Rd., Suite 103
                                Toronto, Ontario
                                 Canada M5M 4B4



                                    EXHIBITS






<PAGE>





</TEXT>
</DOCUMENT>
