Item 5.02. Departure of Directors or PrincipalOfficers
On November 24, 2004, Neil A. Dolgin and Martin J. Peskin each tendered his resignation as a director of Total Identity Corp. (the “Company”). As a result, at the present time the sole director of the Company is Matthew P. Dwyer, who also serves as the Company’s President and Chief Executive Officer.
Item 8.01. Other Events
Manufacturers and Traders Trust Company (the “Bank”) has exercised certain rights granted to it under a General Security Agreement and various related loan documents (the “Loan Documents”) between Total Identity Systems Corporation, the Company’s wholly owned subsidiary (“TISC”), and the Bank. In connection therewith, (a) on November 24, 2004, the Bank “swept” TISC’s accounts aggregating approximately $200,000 maintained at the Bank, and applied the proceeds to the outstanding indebtedness of TISC to the Bank in the current amount of approximately $800,000, (b) on November 27, 2004, the Company learned that the Bank had notified the United States Post Office that it was exercising its rights under the Loan Documents to take control over all mail directed to the Company, and (c) on December 6, 2004, the Company learned t hat the Bank had changed the locks at TISC's Rochester, New York facility, and was seeking to take control over TISC's assets in order to satisfy TISC's indebtedness to the Bank. The Company and the Bank had been engaged in on-going discussions to remedy a default previously noticed against TISC by the Bank.
In exercising these rights, the Bank has prevented the Company from conducting and funding its day-to-day operations, and, accordingly, operations have ceased. While the Company has sought to clarify the Bank’s intentions, the Bank has not yet advised the Company of what further actions, if any, it intends to take. The Company is in the process of evaluating the Bank's actions and It is premature to predict whether the cessation of operations is temporary or permanent, or the additional effects that the foregoing events will have on the Company's future or its previously reported, pending arbitration between the Company and the party who sold TISC to the Company.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release dated November 26, 2004
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.
TOTAL IDENTITY CORP.
