8-K

                       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


Date of Report (date of earliest event reported): August 23, 2001


                                    IPI, Inc.
          ------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Minnesota                 001-15563                   41-1449312
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission              (I.R.S. Employer
      of incorporation)             File Number)            Identification No.)


8091 Wallace Road
Eden Prairie, Minnesota                                     55344
- ----------------------------------                    -----------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (952) 975-6200




Items 1, 3, 4, 5, 6, 7, 8 and 9 are not applicable and therefore omitted.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

In a series of transactions ending on August 23, 2001, IPI, Inc. (the "Company")
purchased 2,081,800 shares of common stock of Clarent Corporation (Nasdaq NM:
CLRN). Clarent Corporation is a California-based provider of Internet protocol
communication solutions. The Company paid approximately $12,485,030 in total
consideration for the 2,081,800 shares, which was financed from the working
capital of the Company. The Company's total holdings in Clarent Corporation
constitute approximately 5.1% of the 40,685,480 outstanding shares of common
stock of Clarent Corporation as reported in Clarent Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001. On the date of this
Current Report on Form 8-K, the Company has also filed a Schedule 13D relating
to its ownership in Clarent Corporation common stock. The shares were purchased
because the Company feels the shares are undervalued. The Company has no
relationship to Clarent Corporation other than that of shareholder. Of the
2,081,800 shares purchased, 101,800 were purchased in open market transactions
and 1,980,000 were purchased from Credit Suisse First Boston in a privately-
negotiated transaction. As reported in a Schedule 13D filed on May 10, 2001, Mr.
Irwin L. Jacobs, a director of the Company, beneficially owned the 1,980,000
shares of Clarent Corporation through the right to purchase the shares under a
"pair basket" option with Credit Suisse First Boston. Mr. Jacobs believes it is
the position of Credit Suisse First Boston that the options are no longer in
effect.

On September 5, 2001, the Company issued a press release related to the purchase
of Clarent Corporation Common Stock, which press release is attached hereto as
Exhibit 99.1.

From time to time, the Company has invested and may invest in other businesses
or companies other than its core businesses of franchising and operating fast
turnaround business printing operations and franchising learning centers.
Although the Company has invested in other businesses or companies, the Company
does not intend to become an investment company.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated September 5, 2001.




                                    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, thereunto duly authorized.


                                      IPI, INC.


                                      By: /s/ David Engel
                                         ---------------------------------------
                                      David Engel
                                      Vice President of Finance, Chief Financial
                                      Officer


Dated: September 4, 2001

EX-99

                                                                    Exhibit 99.1


From:
        IPI, Inc.
        8091 Wallace Road
        Eden Prairie, Minnesota 55344
        United States
        952-975-6246
        www.insty-prints.com
        Contact: David Engel, CFO


FOR IMMEDIATE RELEASE                                          September 5, 2001


                    IPI PURCHASES 5.1% OF CLARENT CORPORATION

         MINNEAPOLIS, MN, September 5, 2001 - IPI, Inc. (Amex: IDH) the parent
company of Insty-Prints, Inc., franchisor of Insty-Prints fast-turnaround
business printing centers, and Change of Mind Learning Systems, Inc., a
franchisor of learning centers, announced that it had purchased 2,081,800 shares
or approximately 5.1% of the outstanding common stock of Clarent Corporation
(Nasdaq NM: CLRN) at a cost of $12,485,030. Clarent Corporation is a California
based internet protocol service provider. The purchase was financed with the
working capital of IPI in a series of transactions.

IPI made its investment based on its review of Clarent's most recent 10-Q for
the quarter ended June 30, 2001, filed August 14, 2001, which reported Working
Capital of over $6.08 per share and Net Book Value of over $10.60 per share.
Further, in its July 18, 2001 Conference Call Clarent officials commented on
positive trends in its business, projected it would break even in 2002 and
stated it had approximately $200 million in cash ($5.00 per share) in early July
2001. IPI's average basis in the Clarent stock is just under $6.00 per share.

In a press release from Clarent this morning, Clarent reported that it is
conducting an investigation into potential material overstatement of Clarent's
first and second quarter revenues and earnings from those previously reported.
At this time, IPI has no knowledge if any Clarent adjustments will be necessary.
IPI has recognized over $16.7 million in pretax gains on its other investments
in 2001.

From time to time, the Company has invested and may invest in other businesses
or companies other than its core business of franchising and operating fast
turnaround business printing operations and franchising learning centers.
Although the Company has invested in other businesses or companies, the Company
does not intend to become an investment company.

- -MORE-





IPI, Inc. is the parent company of Insty-Prints, Inc. and Change of Mind
Learning Systems, Inc. Insty-Prints is a leading franchisor of approximately 215
fast turnaround business printing operations and had total 2000 system sales of
approximately $124 million. Change of Mind Learning Systems, Inc. is a
franchisor of learning centers that is in its early stage of development.

Any forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements involve risk and
uncertainties including, without limitation, risks in product development and
market acceptance of and demand for the Company's products, risks of downturns
in economic conditions generally and specifically, risks associated with
competition and competitive pricing pressures and other risks detailed in the
Company's filings with the Securities and Exchange Commission.


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