<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Uni-Marts, Inc.
- ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1311379
- ----------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.
477 East Beaver Avenue, State College, PA 16801-5690
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
This form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c). / X /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.10 American Stock Exchange, Inc.
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
- ----------------------------------------------------------------------
(Title of class)
- ----------------------------------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The following description amends and restates in its entirety the
"Description of Registrant's Securities to be Registered" contained in
the Company's Registration Statement on Form 8-A (File No. 1-11556)
filed on November 20, 1992 pertaining to the Company's Class A Common
Stock which was renamed "Common Stock".
General
The Company's authorized capital stock consists of 15,000,000 shares
of Common Stock, $.10 par value per share. As of March 1, 1999, there
were 7,325,492 shares of Common Stock outstanding, including 444,518
shares held in the treasury.
The following summary description of the Common Stock does not purport
to be complete and is subject to, and qualified in its entirety by,
the provisions of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate"), the Company's Amended and Restated
By-laws (the "By-laws") and by the provisions of applicable law. The
Certificate and By-laws are filed as exhibits to this Registration
Statement.
Holders of Common Stock are entitled to one vote per share, to receive
dividends when and if declared by the Board of Directors and to share
ratably in the assets of the Company legally available for
distribution to its stockholders in the event of liquidation. Holders
of Common Stock have no preemptive, subscription, redemption or
conversion rights. All outstanding shares of Common Stock are duly
authorized, fully paid and nonassessable. Holders of Common Stock do
not have cumulative voting rights. The holders of a majority of the
shares of Common Stock can elect all the directors and may decide any
question brought before a duly convened meeting of stockholders of the
Company, or may consent in writing to any action required to be taken
at any such meeting of stockholders or any action which may be taken
without a meeting, unless the question is one upon which applicable
law requires a different vote.
Possible Anti-takeover Provisions
The By-laws of the Company provide for a classified Board of
Directors, with one-third of the entire Board being elected each year
and Directors servicing terms of three years. In addition, the
Certificate of Incorporation permits the Board of Directors to oppose
a tender offer or other offer for the Company's securities and allows
the Board to consider any pertinent issue in determining whether to
oppose any such offer. The effect of the foregoing provisions may be
to deter hostile takeovers, and to permit current management to remain
in control of the Company. Tender offers and other non-open market
acquisitions of stock are frequently made at prices above the
prevailing market price of a company's stock. In addition,
acquisitions of stock by persons attempting to acquire control through
-2-
<PAGE>
market purchases may cause the market price of the stock to reach
levels that are higher than would otherwise prevail. These provisions
may discourage any or all of such acquisitions, particularly those of
less than all of the Company's outstanding shares, and may thereby
deprive holders of the Company's Common Stock of any opportunity to
sell their stock at a higher market price.
Item 2. Exhibits
Exhibit 3(i) -- Amended and Restated Certificate of Incorporation.
Exhibit 3(ii) -- Amended and Restated By-laws.
Exhibit 4 -- Specimen Certificate of Uni-Marts, Inc. Common Stock
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amended registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
UNI-MARTS, INC.
(Registrant)
/S/ HENRY D. SAHAKIAN
By: _______________________________
Name: Henry D. Sahakian
Title: Chairman of the Board
Date: March 25, 1999
-3-
<PAGE>
EXHIBIT INDEX
Exhibit 3(i) -- Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the period ended March
30, 1995 and incorporated herein by reference
thereto).
Exhibit 3(ii) -- Amended and Restated By-laws (filed as Exhibit
3.2 to the Company's Quarterly Report on Form
10-Q for the period ended March 30, 1995 and
incorporated herein by reference thereto).
Exhibit 4 -- Specimen Certificate of Uni-Marts, Inc. Common
Stock (filed as Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the period
ended April 1, 1993, File No. 1-11556, and
incorporated herein by reference thereto).
-4-
