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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Uni-Marts, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 25-1311379
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 East Beaver Avenue, State College, PA 16801
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(Address of Principal Executive Offices) (Zip Code)
Uni-Marts, Inc.
Stock Option Plan for Non-Qualified Stock Options
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(Full title of the plan)
Henry D. Sahakian, President
477 East Beaver Avenue
State College, PA 16801
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(Name and address of agent for service)
(814) 234-6000
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(Telephone number, including area code, of agent for service)
Copies to:
Justin P. Klein, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street - 51st Floor
Philadelphia, Pennsylvania 19103
This document contains 11 pages.
The Exhibit Index is located on page 9 of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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__________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
__________________________________________________________________________
Common Stock
$.10 par value 300,000 $8 1/16 $2,418,750 $834.05
__________________________________________________________________________
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement shall be deemed to cover an indeterminate number
of additional shares of Common Stock issuable in the event the number of
outstanding shares of the Company is increased by split-up,
reclassification, stock dividend and the like.
(2) Estimated solely for the purpose of computing the registration fee. In
accordance with Securities and Exchange Commission Rule 457(c), the price
shown is based on the average of the high and low price per share of
Common Stock of the Company on July 1, 1996, as traded on the American
Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in Part
I of this Registration Statement will be given or sent to all persons who are
eligible to participate in the Uni-Marts, Inc. Stock Option Plan for
Non-Qualified Stock Options (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 by Uni-Marts, Inc. (the
"Company") (File No. 1-11556) are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the
year ended September 30, 1995.
(b) The Quarterly Reports of the Company on Form 10-Q for
the quarters ended January 4, 1996 and April 4, 1996.
(c) The description of the Company's Common Stock
contained in the Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders, filed with the Commission on January 22, 1993.
Each document filed by the Company subsequent to the date hereof pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment 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 herein
and to be a part hereof from the date of filing of such document.
Item 4.- DESCRIPTION OF SECURITIES
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Not applicable.
Item 5.- INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
Item 6.- INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Article THIRTEENTH of the Company's Certificate of Incorporation (the
"Certificate") requires the Company to indemnify any person who was or is a
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party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or other enterprise. The
Company will indemnify any such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In the
case of an action by or in the right of the Company, no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The Certificate
further provides that to the extent a director, officer, employee or agent of
the Company has been successful in the defense of any third-party or corporate
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith. The Certificate specifies the
procedures for determination of entitlement to indemnification.
In addition, Section 145 and the Certificate permit the Company to
purchase and maintain insurance that protects its directors, officers, employees
and agents or persons who serve in such positions for another corporation or
other enterprise at the request of the Company, against any liabilities incurred
in connection with their service in such position whether or not the Company
would otherwise have the power to indemnify under the Certificate. The Company
maintains such insurance.
The Company has entered into indemnification agreements (the
"Indemnification Agreements") with each of its directors. The Indemnification
Agreements, which were approved by the Company's Board of Directors and
stockholders, provide for prompt indemnification "to the fullest extent
permitted by applicable law" and for the prompt advancement of expenses,
including reasonable attorneys' fees and other costs and expenses incurred in
connection with any action, suit or proceeding in which the director is a
witness or which is brought against the director in his capacity as a director,
officer, employee, agent, or fiduciary of the Company or of any enterprise which
the director was serving at the request of the Company. A director cannot be
indemnified under the agreement if he did not act in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company; and with respect to criminal proceedings, a director cannot be
indemnified if he had reasonable cause to believe his conduct was unlawful. The
agreements provide specific guidelines as to when and under what circumstances
indemnification may be provided and/or expenses may be advanced, and also
require that, if directors' and officers' liability insurance is maintained,
each director be provided with the maximum coverage provided to any other
director. Rights of directors under the Indemnification Agreements are in
addition to any other rights available to them under Delaware law, directors'
and officers' liability insurance, the Company's Restated Certificate of
Incorporation, as amended, or otherwise, but double payment is prohibited by the
terms of the Indemnification Agreements. The Indemnification Agreements
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continue until and terminate upon the later of ten years after the date that the
indemnitee shall have ceased to serve as a director of the Company or the final
termination of all pending proceedings in respect of which the indemnitee is
granted rights of indemnification or advancement of expenses.
Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8.- EXHIBITS
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4.1 Specimen copy of Common Stock Certificate (filed as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the period ended April 1,
1993 and incorporated herein by reference)
4.2 Uni-Marts, Inc. Stock Option Plan for Non-Qualified Stock Options (filed
as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993 and incorporated herein by
reference)
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)
24 Power of Attorney (included on signature page)
Item 9.- UNDERTAKINGS
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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
10(a)(3) of the Securities Act of 1933;
(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.
(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;
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PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 any registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
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.
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SIGNATURES
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THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of State College, Commonwealth of Pennsylvania on
July 5, 1996.
UNI-MARTS, INC.
By:/S/ J. KIRK GALLAHER
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J. Kirk Gallaher, Executive
Vice President, Chief
Financial Officer, Director
(Principal financial officer
and principal accounting
officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Henry D. Sahakian and J. Kirk Gallaher and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/S/ HENRY D. SAHAKIAN
- ------------------------------- Chief Executive July 5, 1996
Henry D. Sahakian Officer, Chairman
of the Board
(Principal executive
officer)
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Signature Title Date
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/S/ J. KIRK GALLAHER
- ------------------------------- Executive Vice July 5, 1996
J. Kirk Gallaher President, Chief
Financial Officer,
Director (Principal
financial officer and
principal accounting
officer)
/S/ BRUCE K. HEIM
- ------------------------------- Director July 5, 1996
Bruce K. Heim
/S/ CHARLES R. MARKHAM
- ------------------------------- President, Chief July 5, 1996
Charles R. Markham Operating Officer,
Director
/S/ G. DAVID GEARHART
- ------------------------------- Director July 5, 1996
G. David Gearhart
/S/ DANIEL D. SAHAKIAN
- ------------------------------- Director July 5, 1996
Daniel D. Sahakian
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
5 Opinion of Ballard Spahr Andrews & Ingersoll 10
23.1 Consent of Deloitte & Touche LLP 11
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LAW OFFICER BALTIMORE, MD
BALLARD SPAHR ANDREWS & INGERSOLL CAMDEN, NJ
1735 MARKET STREET, 51ST FLOOR DENVER, CO
PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT
215-665-8500
FAX: 215-864-8999
July 3, 1996
Uni-Marts, Inc.
477 East Beaver Avenue
State College, PA 16801
Re: UNI-MARTS, INC. STOCK OPTION PLAN FOR
NON-QUALIFIED STOCK OPTIONS-REGISTRATION
STATEMENT ON FORM S-8
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Gentlemen:
We have acted as counsel to Uni-Marts, Inc. (the "Company") in connection
with the registration under the Securities Act of 1933, as amended, of interests
in the Uni-Marts, Inc. Stock Option Plan for Non-Qualified Stock Options (the
"Plan") and 300,000 shares of common stock of the Company, par value $.10 per
share (the "Shares"), issuable thereunder.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgement are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.
Based upon the foregoing, we are of the opinion that the 300,000 Shares
issuable under the Plan, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/S/ BALLARD SPAHR ANDREWS & INGERSOLL
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INDEPENDENT AUDITORS' CONSENT
Board of Directors and Stockholders of Uni-Marts, Inc.
State College, Pennsylvania
We consent to the incorporation by reference in this Registration Statement of
Uni-Marts, Inc. on Form S-8 of our report dated October 23, 1995 (December 26,
1995, as to Note M) appearing in the Annual Report on Form 10-K of Uni-Marts,
Inc. for the year ended September 30, 1995.
/S/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 5, 1996
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