SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- Date of Report: February 5, 2001 (Date of earliest event reported) UPROAR INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-29971 52-2192125 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 240 West 35th Street, New York, NY 10001 (Address of Principal Executive Offices) (212) 714-9500 (Registrant's telephone number, including area code) Item 5. Other events On February 5, 2001, the registrant entered into an Agreement and Plan of Merger with Flipside, Inc. and Flipside Acquisition Corporation. Such agreement is filed herewith as Exhibit 10. On February 5, 2001, the registrant and Flipside, Inc. Issued a joint press release regarding such agreement. Such press release is filed herewith as Exhibit 99. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UPROAR INC. By: /s/ Robert D. Marafioti ----------------------------- Robert D. Marafioti Executive Vice President and General Counsel EXHIBITS 10. Agreement and Plan of Merger among Flipside, Inc., Flipside Acquisition Corporation, and Uproar Inc., dated as of February 5, 2001. 99. Joint press release issued on February 5, 2001 by Flipside, Inc. and Uproar Inc.