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 FEBRUARY 6, 2002 ----------------------------------------------------- Date of Report (Date of earliest event reported) UNI-MARTS INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-11556 25-1311379 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 477 EAST BEAVER AVENUE STATE COLLEGE, PA 16801-5690 ----------------------------------------------------- (Address of principal executive offices) (814) 234-6000 ----------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On February 6, 2002, Uni-Marts Inc., a Delaware corporation (the "Company"), issued a press release announcing that the Board of Directors had adopted a Shareholder Rights Plan. The press release is attached as Exhibit 99.1 to this Form 8-K. Terms of the Shareholder Rights Plan are embodied in a Rights Agreement dated as of February 6, 2002 between the Company and Mellon Investor Services LLC, as Rights Agent, which will be filed in a Registration Statement on Form 8-A. ITEM 7. EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 99 Press release dated February 6, 2002 SIGNATURE 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. Date: February 6, 2002 UNI-MARTS INC. By: /s/ Henry D. Sahakian ----------------------------- Name: Henry D. Sahakian Title: Chairman of the Board EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99 Press release dated February 6, 2002