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
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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
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
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11924 Forest Hill Blvd., Suite 22-204
Wellington, Florida 33414
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(Address of Principal Executive Offices) (Zip Code)
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(561) 202-8184
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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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.
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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.
Dated: December 11, 2003 TOTAL IDENTITY CORP.
By: /s/ Philip Mistretta
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Philip Mistretta
President and Chief Executive Officer
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