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-