-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JyMHm/1TNhc1vR1E3SLK+RItc/eaRDN7o+bhaaI7vIlMAd7y76wCTg9WtyYu0yIy dUC63PKOnMYWfr27oE1/VA== 0000914121-04-000324.txt : 20040227 0000914121-04-000324.hdr.sgml : 20040227 20040227165146 ACCESSION NUMBER: 0000914121-04-000324 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE MEDICAL CORP CENTRAL INDEX KEY: 0000074691 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 221897821 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08903 FILM NUMBER: 04636023 BUSINESS ADDRESS: STREET 1: PO BOX 1500 STREET 2: 389 JOHN DOWNEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06050 BUSINESS PHONE: 2038263600 MAIL ADDRESS: STREET 1: 389 JOHN DOWNEY DRIVE CITY: NEW BRITAIN STATE: CT ZIP: 06050 FORMER COMPANY: FORMER CONFORMED NAME: OPTEL CORP DATE OF NAME CHANGE: 19850611 8-A12B/A 1 mo684293-8aa.txt AMENDMENT TO FORM 8-A/A 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 MOORE MEDICAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-1897821 - ---------------------------------------- ------------------------------ (State of incorporation organization) (IRS Employer Identification No.) P.O. Box 1500, 389 John Downey Drive New Britain, CT 06050-1500 - -------------------------------------------- ------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. [x] the following box. [ ] Securities Act registration statement file number to which this form relates: 001-08903 - --------- 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 - ------------------- ------------------------------ Rights to Purchase Series I American Stock Exchange Junior Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. In connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 2004, among McKesson Corporation, a Delaware corporation ("McKesson"), Madison Acquisitions Inc., a Delaware corporation and Moore Medical Corp., a Delaware corporation (the "Company"), the Company and American Stock Transfer & Trust Co. (the "Rights Agent") entered into Amendment No. 1 to Rights Agreement dated as of January 19, 2004 (the "Amendment") amending the Rights Agreement, dated as of November 18, 1998, between the Company and the Rights Agent (the "Rights Agreement") in order to amend Section 1(a) of the Rights Agreement to provide neither McKesson, nor any of its Affiliates or Associates (each as defined in the Rights Agreement) will become an Acquiring Person (as defined in the Rights Agreement), nor will any Distribution Date or Stock Acquisition Date (each as defined in the Rights Agreement) occur or be deemed to occur, nor shall any holder of the Rights to Purchase Series I Junior Preferred Stock be entitled to any rights or benefits pursuant to any provision of the Rights Agreement, in each case as a result of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby. A copy of the Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Item 2. Exhibits. 1. Amendment No. 1 to Rights Agreement, dated as of January 19, 2004, between Moore Medical Corp. and American Stock Transfer & Trust Co., as Rights Agent. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. MOORE MEDICAL CORP. By: /s/ Linda M. Autore -------------------------------------- Name: Linda M. Autore Title: President and Chief Executive Officer Date: January 22, 2004 -3- INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- (1) Amendment No. 1 to Rights Agreement, dated as of January 19, 2004, between Moore Medical Corp. and American Stock Transfer & Trust Co., as Rights Agent -4- EX-1 3 mo684293-ex1.txt AMENDMENT NO. 1 TO RIGHTS AGREEMENT. EXHIBIT 1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement, dated as of January 19, 2004 (the "Amendment"), between MOORE MEDICAL CORP., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST CO. (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of November 18, 1998 (the "Rights Agreement"); WHEREAS, the Company desires to enter into an agreement providing for the merger of the Company with a wholly-owned subsidiary of McKesson Corporation; WHEREAS, there is not as of the date hereof any Acquiring Person (as defined in the Rights Agreement); WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 26 thereof; and WHEREAS, the effectiveness of this Amendment is conditioned upon approval of the terms set forth herein by the Company's Board of Directors and the receipt by the Rights Agent of a Certificate of an appropriate officer of the Company certifying that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment to Definitions. Section 1(a) of the Rights Agreement is amended to add the following paragraph as the last paragraph thereof: "Notwithstanding the foregoing, neither McKesson Corporation ("McKesson") nor any of its Affiliates or Associates shall become an Acquiring Person, nor shall any Distribution Date or Stock Acquisition Date occur or be deemed to occur, nor shall any holder of Rights be entitled to any rights or benefits pursuant to any provision of this Agreement, in each case as a result of the execution of the Agreement and Plan of Merger, dated as of January 19, 2004, among the Company, Merger Sub (as defined in the Merger Agreement) and McKesson (as the same may be amended from time to time, the "Merger Agreement") or consummation of the transactions contemplated thereby pursuant to the terms of the Merger Agreement." Section 2. Amendment for Termination. The Rights Agreement is hereby amended to add a new Section 34, which shall read in its entirety as follows: "Section 34. Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and the Rights shall expire and be of no further force and effect immediately prior to the Effective Time (as defined in the Merger Agreement)." Section 3. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 4. Certification. The undersigned officer of the Company certifies by execution hereof that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement. Section 5. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made to be performed entirely within such State. Section 7. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. MOORE MEDICAL CORP. By: /s/ Linda M. Autore ----------------------------------- Name: Linda M. Autore Title: President & CEO AMERICAN STOCK TRANSFER & TRUST CO. By: /s/ Herbert J. Lemmer ----------------------------------- Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----