UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 1, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM________ TO_________
COMMISSION FILE NUMBER 1-11556
UNI-MARTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1311379
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
477 EAST BEAVER AVENUE
STATE COLLEGE, PA 16801-5690
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (814)234-6000
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
7,202,979 Common Shares were outstanding at January 29, 2004.
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This Form 10-Q/A Amendment No. 1 is being filed to amend Item 4 and Item 6 of
the Quarterly Report on Form 10-Q of Uni-Marts Inc. for the quarter ended
April 1, 2004, which was filed with the Securities and Exchange Commission on
May 14, 2004.
ITEM 4 - CONTROLS AND PROCEDURES
CEO AND CFO CERTIFICATIONS. Appearing as Exhibits 31.1 and Exhibit 31.2 of this
Quarterly Report are two certifications, one by each of our Chief Executive
Officer and our Chief Financial Officer (the "Section 302 Certifications"). This
Item 4 of our Quarterly Report contains information concerning the evaluation of
the Company's disclosure controls and procedures and matters regarding our
internal controls that are referred to in the Section 302 Certifications. This
information should be read in conjunction with the Section 302 Certifications
for a more complete understanding of the topics referred to in the Section 302
Certifications.
EVALUATION OF OUR DISCLOSURE CONTROLS AND PROCEDURES. The Securities and
Exchange Commission (the "SEC") requires that as of the end of the quarter
covered by this Report, the CEO and the CFO must evaluate the effectiveness of
the design and operation of our disclosure controls and procedures and report on
the effectiveness of the design and operation of our disclosure controls and
procedures.
"Disclosure controls and procedures" mean the controls and other procedures that
are designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), such as this Quarterly Report, is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
promulgated by the Securities and Exchange Commission (the "SEC"). Disclosure
controls and procedures are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including
the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure.
EVALUATION OF OUR INTERNAL CONTROL OVER FINANCIAL REPORTING. The SEC also
requires that the CEO and CFO certify certain matters regarding our internal
control over financial reporting.
"Internal control over financial reporting" means the process designed by, or
under the supervision of, our CEO and CFO, and implemented by management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that: (i) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the issuer; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer's assets that could have a
material effect on the financial statements.
Among the matters our CEO and CFO must certify in the Section 302 Certifications
are whether all "significant deficiencies" or "material weakness" in the design
or operation of our internal control over financial reporting that are likely to
adversely affect our ability to record, process, summarize and report financial
information have been disclosed to our auditors and the Audit Committee of our
Board of Directors. "Significant deficiencies" has the same meaning as the term
"reportable conditions" in auditing literature. Both terms represent
deficiencies in the design or operation of internal control over financial
reporting that could adversely affect a company's ability to record, process,
summarize and report financial data consistent with the assertions of management
in a company's financial statements. A "material weakness" is defined in the
auditing literature as a particularly serious reportable condition
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where the design or operation of one or more internal control over financial
reporting components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud may occur in amounts that would be
material in relation to the financial statements and not be detected within a
timely period by employees in the normal course of performing their assigned
functions. A "material weakness" constitutes a greater deficiency than a
"significant deficiency, but an aggregation of significant deficiencies may
constitute a material weakness in a company's internal control over financial
reporting.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Company's management,
including the CEO and CFO, does not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, as opposed to absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that the benefits of controls must be considered relative to their costs. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of an
employee, by collusion of two or more employees, or by management override of
the control. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
CEO/CFO CONCLUSIONS ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND
PROCEDURES. As required by Rule 13a-15(b), the Company's management, including
our CEO and CFO, conducted an evaluation as of the end of the period covered by
this report, of the effectiveness of the Company's disclosure controls and
procedures. Based on that evaluation, the CEO and CFO concluded that, despite
the limitations noted above, our disclosure controls and procedures are
effective to provide reasonable assurance that the disclosure controls and
procedures will meet their objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. As required by Rule
13a-15(d), the Company's management, including the CEO and CFO conducted an
evaluation of the Company's internal control over financial reporting to
determine whether any changes occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting. Based on that
evaluation, there has been no such change during the period covered by this
report.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the Company (Filed
as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
period ended July 4, 2002 and incorporated herein by reference
thereto).
3.2 Amended and Restated By-Laws of the Company (Filed as exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the period ended July
4, 2002 and incorporated herein by reference thereto).
11 Statement regarding computation of per share earnings (loss).
31.1 Certification of the Chairman and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.3 Certification of the Chairman and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chairman and Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of
the Sarbanes- Oxley Act of 2002.
(b) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K on January 23, 2004, announcing
its financial results for the fiscal 2004 first quarter ended January
1, 2004
The Company filed a report on Form 8-K on January 27, 2004 and amended
on February 4, 2004, reporting that (i) it had signed a merger
agreement whereby the Company agreed to merge with and into Green
Valley Acquisition Co., LLC, a privately-held company formed for the
purpose of acquiring the Company (the "Merger") and (ii) the signing of
the merger agreement may be deemed to be, and the consummation of the
Merger will result in, a change of control of the Company.
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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 thereunto duly authorized.
Uni-Marts, Inc.
(Registrant)
Date May 28, 2004 /S/ HENRY D. SAHAKIAN
------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date May 28, 2004 /S/ N. GREGORY PETRICK
------------------------------
N. Gregory Petrick
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
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UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
NUMBER DESCRIPTION
31.3 Certification of the Chairman and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes- Oxley Act of 2002.
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