-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iw8yjHQWrvcXuSEvtSA2wEzs+fYrKkjCe4I1ZVo6VIXJfOBytKI8G33TVtEG+n+G eXBe1ZXZyLlRuhpg75xp7A== 0001144204-03-008484.txt : 20031216 0001144204-03-008484.hdr.sgml : 20031216 20031216085115 ACCESSION NUMBER: 0001144204-03-008484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events FILED AS OF DATE: 20031216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL IDENTITY CORP CENTRAL INDEX KEY: 0001016611 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 650309540 STATE OF INCORPORATION: FL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30011 FILM NUMBER: 031056128 BUSINESS ADDRESS: STREET 1: 11924 FOREST HILL BLVD., STREET 2: SUITE 22-204 CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: (561) 202-8184 MAIL ADDRESS: STREET 1: 11924 FOREST HILL BLVD., STREET 2: SUITE 22-204 CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: TMI HOLDINGS INC/FL DATE OF NAME CHANGE: 20011113 FORMER COMPANY: FORMER CONFORMED NAME: THRIFT MANAGEMENT INC DATE OF NAME CHANGE: 19960711 8-K 1 form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. December 9, 2003 0-30011 - ------------------------------------------------ -------------------------- Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 - ------------------------------------------------ ------------------------ (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification Number) - ------------------------------------------------------------------------------- 11924 Forest Hill Blvd., Suite 22-204 Wellington, Florida 33414 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) - ------------------------------------------------------------------------------- (561) 202-8184 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) - ------------------------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure Total Identity Corp. Initiates AAA Arbitration On December 9, 2003, Total Identity Corp. f/k/a TMI Holdings, Inc. (the "Company") notified Total Identity Systems Corp. ("TISC") and Robert David, the former principal of TISC ("David"), that the Company was initiating an Arbitration with the American Arbitration Association relating to the Stock Purchase Agreement dated October 13, 2003 by and among the Company, TISC and David and the Stock Purchase Agreement dated October 13, 2003 by and between the Company and David (collectively, the "Purchase Agreements"). The Purchase Agreements were entered into in connection with the Company's acquisition of all of the capital stock of TISC. Each of the Purchase Agreements contains a provision for dispute resolution before the American Arbitration Association. Commencement of the Arbitration follows (a) the Company's receipt of a notice of default from TISC alleging that the Company failed to make required payments under one of the Purchase Agreements and (b) the Company's delivery of a notice of default to TISC and David alleging that TISC and David made material misrepresentations to the Company in connection with the Purchase Agreements, including without limitation, significant misstatements regarding TISC's financial condition. The Company intends to seek indemnification from David for the alleged misrepresentations. The Company is considering termination of the (i) employment agreement it entered into with David at the time of the Purchase Agreements and (ii) lease between TISC and an affiliate of David, which has been guaranteed by the Company. Commencement of the Arbitration also follows unsuccessful attempts between the parties to resolve their disputes. The outcome of the Arbitration cannot be predicted at this time. In the event the Company is unsuccessful in the Arbitration, TISC and David may recover the shares of TISC issued to the Company under the Purchase Agreements. In such event, the Company will no longer own or operate the Rochester, New York-based custom sign manufacturing business of TISC. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. None. 2 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. Dated: December 11, 2003 TOTAL IDENTITY CORP. By: /s/ Philip Mistretta ---------------------------- Philip Mistretta President and Chief Executive Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----