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): January 31, 2002


                                    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, 6, 8 and 9 are not applicable and therefore omitted.

ITEM 2. ACQUISTITION OR DISPOSITION OF ASSETS

         On November 15, 2001, IPI, Inc. (the "Company") and its wholly-owned
subsidiary, Insty-Prints, Inc. ("Insty-Prints") entered into an asset purchase
agreement with Allegra Holdings LLC ("Allegra") pursuant to which the Company
and Insty-Prints would sell substantially all of the assets relating to the
business of franchising printing centers to Allegra (the "Asset Purchase
Agreement").

         On January 31, 2002, the Company closed the transactions contemplated
by the Asset Purchase Agreement. The Company expects to receive $5.7 million in
total consideration as a result of the sale of its assets, to be received at the
closing and over the course of one year following the closing. On January 31,
2002, the Company issued a press release attached hereto as Exhibit 99.0
relating to the closing of the transactions contemplated by the Asset Purchase
Agreement.

ITEM 5. OTHER EVENTS

         Also on November 15, 2001, the Board of Directors of the Company
approved a Plan of Liquidation and Dissolution (the "Plan of Liquidation")
pursuant to which the Company would liquidate its remaining assets, provide for
liabilities and distribute to shareholders the Company's liquidated assets in
one or more distributions.

On January 31, 2002 at 9:00 a.m., Minneapolis, Minnesota time, the Company held
a Special Meeting of its shareholders at which shareholders were asked to
consider and approve the Asset Purchase Agreement and Plan of Liquidation. At
the Special Meeting of Shareholders a majority of the Company's shares of Common
Stock outstanding as of December 19, 2001 approved the the Asset Purchase
Agreement and Plan of Liquidation.

         Of the 4,518,687 shares outstanding and entitled to vote at the meeting
as of the record date of December 19, 2001, 3,989,216 shares were present at the
Special Meeting, either in person or by proxy. The following describes the
matters considered by the Company's Shareholders at the Special Meeting, as well
as the results of the votes cast at the meeting:

1. To approve and adopt that certain Asset Purchase Agreement dated November 15,
2001, pursuant to which the Company will sell the assets relating to its
franchising of printing centers under the Insty-Prints trade name to Allegra
Holdings LLC.

FOR:              3,989,116
                  ---------
AGAINST:                100
                  ---------
ABSTAIN:                  0
                  ---------
BROKER NON-VOTE:          0
                  ---------





2. To approve and adopt a plan of liquidation and dissolution of the Company
which will authorize (a) the sale of the assets of the Company and the
distribution to shareholders pursuant to the plan (b) the deregistration of the
Company' s Common Stock under the Securities Exchange Act of 1934 and (c) the
dissolution of the Company pursuant to the Minnesota Business Corporation Act.

FOR:              3,989,116
                  ---------
AGAINST:                100
                  ---------
ABSTAIN:                  0
                  ---------
BROKER NON-VOTE:          0
                  ---------


         Pursuant to the Plan of Liquidation, the Company's common stock will no
longer trade on the American Stock Exchange (AMEX: IDH) as of the close of the
market on January 31, 2002. The Company intends to file a Form 15 to deregister
its common stock under the Securities Exchange Act of 1934 as of February 1,
2002. Moreover, as of January 31, 2002, the stock transfer books of the Company
will be closed, and no further transfers of the Company's common stock will be
permitted.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

99.0              Press Release of January 31, 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, thereunto duly authorized.


                                                  IPI, INC.


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


Dated:   January 31, 2002

EX-99.0

                                                                    Exhibit 99.0


FROM:

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

FOR IMMEDIATE RELEASE                                           January 31, 2002

         IPI, INC. ANNOUNCES CLOSING ON AGREEMENT TO SELL INSTY-PRINTS
               AND SHAREHOLDER APPROVAL OF A PLAN OF LIQUIDATION
- --------------------------------------------------------------------------------
MINNEAPOLIS, JANUARY 31, 2002---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 today the closing on an Asset Purchase Agreement to sell the
assets relating to its Insty-Prints franchise business to Allegra Holdings LLC.
Allegra Holdings LLC is the parent company of Allegra Network LLC which is the
franchisor of more than 350 printing and graphic communications centers
operating under the names of "Allegra Print and Imaging", "American Speedy
Printing Centers", "Quik Print", "Instant Copy", "Speedy Printing Centers" and
"Zippy Print".

The Company expects to receive $5.7 million in consideration for the sale of the
operating assets of the Insty-Prints franchising business, to be received at the
closing and over the course of one year following the closing.

Also on January 31, 2002 the Company held a Special Meeting of its shareholders
at which shareholders approved the Asset Purchase Agreement and a Plan of
Liquidation.

Pursuant to the Plan of Liquidation, the Company's common stock will no longer
trade on the American Stock Exchange (AMEX: IDH) as of the close of the market
on January 31, 2002. The Company intends to file a Form 15 to deregister its
common stock under the Securities Exchange Act of 1934 as of February 1, 2002.
Moreover, as of January 31, 2002, the stock transfer books of the Company will
be closed, and no further transfers of the Company's common stock will be
permitted. As noted in the proxy statement filed January 15, 2002, the estimated
per share distribution to shareholders is $5.65 per share of common stock.

                                     ######
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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.