-----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, TevPYnV9jozzfoF9kN3YkT/aQWbbE3MHBemDH+2VspNmQObDwdiW0kbjJZ+Vqakj TuNLkoBhL3GR+AuEoBYfDw== 0000927016-01-501399.txt : 20010613 0000927016-01-501399.hdr.sgml : 20010613 ACCESSION NUMBER: 0000927016-01-501399 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010612 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-59688 FILM NUMBER: 1659371 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 STREET 2: 389 JOHN DOWNEY DRIVE CITY: NEW BRITAIN STATE: CT ZIP: 06050 FORMER COMPANY: FORMER CONFORMED NAME: OPTEL CORP DATE OF NAME CHANGE: 19850611 S-3/A 1 ds3a.txt AMENDMENT #1 TO FORM S-3 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2001 REGISTRATION NO. 333-59688 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________ MOORE MEDICAL CORP. (Exact name of registrant as specified in its charter) Delaware 22-1897821 -------- ---------- (State or other jurisdiction of incorporation or (I.R.S. Employer Identification number) organization)
James R. Simpson, Executive Vice President - Chief Financial Officer Moore Medical Corp. 389 John Downey Drive New Britain, Connecticut 06050 860-826-3600 ------------ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices and agent for service ) The Commission is requested to send copies of all communications to: Joseph Greenberger, Esq. 111 East 61st Street New York, New York 10021 212-644-0700 Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] ___________ If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] ______________ If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE -------------------------------
==================================================================================================== Title of each Proposed Proposed class of maximum maximum securities to be Amount to be offering price per aggregate Amount of registered registered share (1) offering price registration fee(2) - ---------------------------------------------------------------------------------------------------- Common Stock, 182,258 shares $8.65 $1,576,531.70 $445.00 $.01 par value ==================================================================================================== - ----------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), such price is based on the closing price of the common stock on April 25, 2001 on The American Stock Exchange. (2) Previously paid. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities under this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling shareholders are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to completion, dated June 12, 2001 [Logo] MOORE MEDICAL CORP. 389 John Downey Drive New Britain, Connecticut 06050 860-826-3600 182,258 shares of Common Stock This prospectus relates to outstanding shares of our common stock that the shareholders named on pages 17 and 18 may offer for sale from time to time. We are registering the offer and sale of these shares to satisfy contractual obligations to the shareholders. We are not offering or selling any shares under this prospectus. If any shares are sold, the selling shareholders will receive all proceeds. We will pay the expenses of the offering. The registration of their shares does not necessarily mean that any of the selling shareholders will offer or sell any shares. We do not know if or when any sale will occur. Our common stock is listed for trading on The American Stock Exchange under the symbol "MMD" The shares that may be offered and sold under this prospectus will be listed on The American Stock Exchange. On _____ __, 2001, the closing sales price for our common stock was $______. Investing in our shares has serious risks. You should buy shares only if you can afford to lose your investment. See "Risk Factors," beginning on page 3. The date of this prospectus is__________, 2001. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. CONTENTS
Page ---- Risk Factors........................................................... 3 The Company............................................................ 16 Use of Proceeds........................................................ 16 Selling Shareholders................................................... 16 Transfer Agent and Registrar........................................... 18 Our Common Stock....................................................... 19 Dividend Policy........................................................ 19 Plan of Distribution................................................... 19 Limitation of Directors' and Officers' Liability; Indemnification...... 20 Legal Matters.......................................................... 21 Experts................................................................ 21 Where You Can Find More Information.................................... 21 Incorporation of Certain Documents by Reference........................ 22
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. Information contained in our web sites is not part of this document. This document may be used only where the sale of these securities is legal. The information in this document may be accurate only on the date of the document. -2- RISK FACTORS Consider the following risks carefully before making a decision to buy shares of our stock. They were relevant on the date of this prospectus, but other risks may arise later. You could lose all or part of your investment if our business suffers because one of the present risks actually occurs or if a new risk develops. Our strategy is to transform ourselves into an integrated multi-channel marketing and sales enterprise in which e-commerce plays an increasingly important role; we will be adversely affected if our strategy does not succeed. - -------------------------------------------------------------------------------- We market and distribute medical and surgical products - and to a lesser extent pharmaceuticals - nationwide to professional healthcare practitioners operating in specialty practice areas in non-hospital settings. Historically, we marketed our products mostly through catalogs and by telemarketing. Since 1999, we have been transforming ourselves into an integrated multi-channel marketing and sales enterprise in which e-commerce plays an increasingly important role. As a result, our business has changed from one relying on catalogs and telesales into one that is multi-channeled, offline and online, and e-commerce enabled. Our strategy involves, among other things, . attracting new customers and transferring existing customers to our web sites, . enhancing our e-commerce capabilities, . continuing to offer quality catalogs and collateral print materials to customers who prefer to order offline, . building our customer base in specialized professional practice communities, and . establishing links from other web sites to bring their visitors to our sites as new customers. This strategy entails higher expenses and investments than we needed for our offline-alone operations. Thus, to succeed, our strategy needs to generate -3- adequate revenues to more than offset the expenses and investments and other charges. We plan to accomplish this by, for example, cutting online operating costs and enhancing our offline catalogs. . We believe that we can cut operating costs both for ourselves and for our customers by . transacting more of our marketing and sales online, and by . our customers doing more of their product selection and ordering online. . We also believe that we can enhance the usefulness of our catalogs by, for example, . broadening our product offerings to include more items frequently used by healthcare professionals in their practice, in addition to medical and surgical supplies and pharmaceuticals. We cannot assure you that our strategy will increase our revenues and income. Our financial performance and position will be adversely affected if it does not. Although our online revenue growth has been consistent with expectations, unforeseen developments may adversely affect us. - -------------------------------------------------------------------------------- We . started an unpromoted web site, with limited features, in 1999, . opened our enhanced web site (www.mooremedical.com) in May 2000, . acquired a majority interest in a web site operation serving podiatry practitioners (www.Podiatryonline.com) in June 2000, and . acquired a web site operation serving emergency medical service professionals (www.MERGlnet.com) in July 2000. -4- In the period since we opened our enhanced web site and made the acquisitions, our online revenues have grown consistently with our expectations, although, in line with our strategy, almost all of our revenues continue to come from our catalog sales. However, we have had limited operating experience as an e-commerce marketer and may not be able to anticipate and prepare for unforeseen developments. We cannot assure you that our strategy will succeed. Period-to-period comparisons of our financial results are not - ------------------------------------------------------------- necessarily meaningful. - ---------------------- Because we have had only limited operating experience in e- commerce marketing, our earlier operating history does not necessarily provide meaningful information on which to evaluate our business and prospects. We incurred a net loss of approximately $4.5 million in 2000, while we had a net profit of approximately $1.9 million in the prior year. During the first quarter of 2001 our sales rose to $32.2 million from $29.5 million in last year's first quarter, while our loss rose from $255,000 to $1.1 million. The results for 2000 reflect a one-time charge of $2.5 million related to our settlement of a pricing error under a 1991 contract of our former Wholesale Division with a federal agency. Moreover, in 2000 we had higher expenses from investment in our e-commerce transformation strategy than we had in 1999. Period-to-period comparisons may not be good indicators of subsequent performance because revenues and expenses may fluctuate significantly for a number of reasons, not all of which are in our control. These include . the degree of customer acceptance of our web sites, . the fluctuating amounts and irregular timing of some of our . operating costs related to the timing of publication of our direct mail catalogs and other unevenly timed expenses - for example, for developing specialty practice catalogs, recruitment fees, sponsoring online banners, and prospecting online and offline for new customers through mailing lists - and . capital expenses for implementing our multi-channel transformation strategy, -5- . technical difficulties or disruptions affecting our web sites, . the performance by third parties in connection with the operation of our web sites, . the amount and timing of our investments in, or acquisitions of, web sites serving specialty professional practice communities, . new web sites introduced by our competitors, . price competition, and . governmental regulations related to use of the Internet for commerce or to the sale or distribution of medical and surgical supplies or pharmaceuticals. Therefore, period-to-period comparisons of our financial results are not necessarily meaningful, and you should not rely on them as an indication of our future performance. Our common stock has been volatile. - ---------------------------------- The market price and trading volume of our common stock have fluctuated significantly. During the twelve months ended May 31, 2001, it traded on The American Stock Exchange at a high of $9.95 and at a low of $3.87, and on June 1, 2001, it closed at $8.00. Its daily trading volume during the period fluctuated between zero and 236,800 shares. The trading price and volume of our stock may continue to be volatile in response to many factors, including: . our reported or anticipated quarterly revenues or operating results; and . conditions or trends in the Internet or e-commerce industry. In addition, the securities markets have experienced extreme price and volume fluctuations generally, and the market prices and trading volume of e-commerce company stock have been especially volatile. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual revenues or operating performance. -6- Web sites may be subject to disruption. - -------------------------------------- Any system failure that causes a disruption in the operation of our web sites or a delay in their responsiveness reduces customer traffic and sales. Our web sites have, on occasion, experienced interruptions that made them unavailable for short periods, slowed their response time, or prevented us from efficiently fulfilling orders, and similar problems may occur in the future. We rely on a third party and its computer server infrastructure to host our online network under a contractual arrangement which ends on December 31, 2001. To minimize the risk of disruption, we plan to use a second hosting provider, in parallel with our current provider, during the last several months of the contractual arrangement. We are enlarging our in-house information technology staff and evaluating other hosting services as potential successors to our present hosting provider. We run the risk that the transition of our online systems to another hosting service may not be achieved smoothly, resulting in delay and extra cost. The transition could also incur substantial expenses in modifying or adapting our software and infrastructure. Web sites can have online security breaches. - ------------------------------------------- Our web sites are vulnerable to security breaches and similar threats, including break-ins, network attacks, computer viruses and similar disruptive problems. Inappropriate use of our network by third parties could jeopardize the security of confidential information stored in our computer systems. Security problems caused by third parties could also lead to interruption and delay or to the cessation of service to our customers. Although we have had no significant online security problems, the costs and resources required to alleviate such problems may be significant and could hurt our revenues and the results of our operations. Web sites may be vulnerable to credit card fraud. - ------------------------------------------------ To securely receive and transmit confidential information, such as customer credit card numbers, we rely on encryption and authentication technology that we license from third parties. Since our activities and those of our contractors involve storage and transmission of credit card numbers or other confidential information, security breaches could result in the fraudulent use of credit card data, damage our reputation, and expose us to losses or litigation and possible liability. Under -7- current credit card practices, a merchant is liable for fraudulent credit card transactions where, as is the case with online transactions, it does not obtain a cardholder's signature. We may not be able to keep up with rapidly changing technological and internet - ------------------------------------------------------------------------------ developments. - ------------ E-commerce markets are characterized by rapid change in technology, industry standards, and customer preferences and requirements. If we cannot keep up with these changes, our business will be harmed. These changes could render our web sites, operational infrastructure and operating practices obsolete. They could entail substantial expense to modify or adapt our sites, infrastructure and practices. To be successful, we must anticipate and respond to such changes, which we may not accomplish in a timely and cost effective manner or which may be beyond our financial or technical resources. Many of our competitors have substantially more resources to develop technology solutions. The future success of our web sites will depend, in part, on our ability to track the behavior of visitors on our sites so that we can effectively market our products and services to them. New federal or state laws or regulations that restrict our ability to assemble and use information about our web sites' visitors could hurt our business. Moreover, Internet users may avoid web sites which track their online behavior. If this occurred on a widespread basis, it could hurt our business. Competition for qualified executive personnel is strong. - ------------------------------------------------------- We are substantially dependent on the continued services of our senior executive officers, with whom we have employment contracts through December 31, 2002: . Linda M. Autore, our chief executive officer and a director since August 1999, and earlier our chief sales and marketing officer from 1998, . Chad A. Roffers, our chief marketing and sales officer since September 2000, . Jerry Flasz, our chief information systems and technology officer since January 2001, and -8- . James R. Simpson, our chief financial officer since March 2001, as well as other key employees. In addition, we have consulting contracts through mid-2002 with: . Dr. Michael Shore and Dr. Alan Sherman, the founders of our majority- owned Podiatry Online subsidiary, and . Richard Bilger, the founder of our MERGInet operation, who have substantial experience developing content for www.Podiatryonline.com ---------------------- and www.MERGlnet.com, our podiatry and emergency medical service practitioner ---------------- web sites. Each of these individuals has specialized knowledge and skills. As a result, if any leaves us we could face difficulty in finding a qualified successor, and until we do, we could suffer a loss in effectiveness. Although we have completed filling our executive level positions, we will need to hire additional personnel. There is competition for qualified managerial and technical personnel, and placement fees are high. Our business would suffer if we do not succeed in retaining and motivating our present staff and attracting qualified new people. Intellectual property claims may be costly. - ------------------------------------------ We cannot predict whether others will assert claims of infringement against us. Since we employ software and other technology for our online operations and provide informative messages, articles and other content on our web sites, we may face claims and potential liability for copyright, patent or other intellectual property right infringement, invasion of privacy, defamation, and the like. We may in the future become subject to liability for unauthorized use of third-party content, or for information collected from and about our users. If we are forced to defend against any of these or similar claims, we may face costly litigation, delay, and diversion of technical and management personnel. We may also have to develop non-infringing technology or content or enter into royalty or licensing agreements. Such agreements may not be available on terms acceptable to us. A successful claim of infringement against us would adversely affect us if we were unable to develop non-infringing technology or -9- content or to license the infringed or similar technology on a timely and acceptable basis. There may be additional governmental regulation of the Internet. Internet law remains largely unsettled, even in areas where there has been some legislative action. It could take years to determine how existing laws, such as those governing intellectual property, privacy, libel, contracts and taxation, apply to the Internet. In addition, the growth and development of the market for online commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies conducting business online. Adoption or modification of laws or regulations relating to the Internet could adversely affect our business. We may become subject to new sales tax collection obligations. We currently collect sales taxes for shipments to Connecticut, Illinois, Florida and California, the states in which we have distribution centers, and in about ten other states where we may meet sales tax collection guidelines. It could adversely affect us if a jurisdiction in which we do not collect sales taxes seeks to impose collection obligations on us or tries to hold us liable for non-collections. In addition, a federal moratorium, under the 1998 Internet Tax Freedom Act, on newly legislated sales taxes on interstate online purchases is due to expire on October 1, 2001. We cannot predict whether there will be new legislation and, if so, whether it will impose new payment and collection obligations on online purchases. If the moratorium expires without new legislation or if new legislation imposes a sales tax on Internet transactions, it may remove an advantage now enjoyed by some online purchasers, diminish or eliminate an advantage enjoyed by online sellers, and place new administrative burdens on us. Our operations are covered by significant governmental regulation. Our business is subject to various federal, state and local laws covering the distribution of pharmaceuticals and medical devices. Among the federal laws with which we must comply are: . The Food, Drug, and Cosmetic Act, which regulates the introduction, manufacture, advertising, labeling, packaging storage, handling, -10- marketing and distribution of, and record keeping for, pharmaceuticals and medical devices shipped in interstate commerce. . The Prescription Drug Marketing Act of 1987, which requires a distributor who sells drugs for resale (as we do) to be registered with a federal agency and to be licensed by each state in which it conducts business, in accordance with federally established guidelines on storage, handling and record maintenance. . A federal "anti-kickback" statute prohibiting remuneration to induce the purchase of items reimbursable under federally funded healthcare programs such as Medicare and Medicaid. . The Controlled Substances Act, which requires us, as a distributor of some controlled substances, to register with a governmental agency and makes us subject to inspection by the federal Drug Enforcement Agency. Violation of these laws or related regulations could cause a suspension or interruption of our pharmaceutical or medical device distribution and could subject us to civil and criminal penalties. Our management believes that we are in material compliance with these laws and regulations, and that we have all permits and licenses needed under them. Changes in legislation or in insurance programs could adversely affect us. - -------------------------------------------------------------------------- The healthcare products industry has changed significantly in recent years in response to pressures to reduce the cost of healthcare products and services. These changes include . reductions in governmental support of healthcare products and services, . changes in legislation and regulations governing the delivery or pricing of healthcare products and services, and . increased use of managed care. These changes have pressured healthcare practitioners to economize on their costs by reducing the prices they are willing to pay. These trends inhibit our -11- flexibility in setting prices for our products. We expect that our industry will continue to change significantly as a result of governmental direction or influence to cut costs. We cannot predict whether any further changes in legislation, regulations or insurance programs will occur or what effect they might have on us. Contracting out functions has risks. - ------------------------------------ Our transformation strategy includes concentrating on our core marketing strengths, through offline and online channels, and placing greater reliance on contracting out selected functions on which our business depends, as opportunities arise. To date, we have contracted with a print-order management service for its bidding and management of catalog print jobs. We have had limited experience in contracting out operations, and we may not be able to control the performance of an outside source, over which we have less control than our own employees. The potential loss of some control over contracted-out functions may lead to unexpected performance or cost issues. The healthcare products distribution business is intensely competitive. - ----------------------------------------------------------------------- We compete with numerous other companies, including several major manufacturers and distributors. Our products are available from many other sources, and our customers tend to have relationships with several distributors. Consolidations among healthcare product distributors (through acquisitions, mergers and joint ventures) could add to the number of competitors who may have advantages in product procurement costs and the ability to lower prices, as well as economies of scale. Many of our competitors have greater financial and other resources, they may therefore be able to exploit opportunities and adjust to unforeseen developments better than we can. In addition, new online competitors providing aggressive pricing, rapid delivery and new services could adversely affect us. Recent federal legislation may in the future open up the U.S. market to foreign - ------------------------------------------------------------------------------- distributors of drugs. - ---------------------- The recently enacted Medicine Equity and Drug Act will let wholesalers and pharmacists import drugs made domestically and shipped abroad, if and when the Secretary of Health and Human Resources certifies safety and cost effectiveness. This legislation may in the future enable certain domestic consumers to order pharmaceuticals from sources abroad where drugs are cheaper because of -12- governmental price controls. This could undercut demand from domestic distributors such as ourselves Customer consolidations limit our pricing flexibility. - ------------------------------------------------------ As healthcare practices consolidate into larger and more geographically spread organizations, and with the development of large, sophisticated buying groups, we expect that there will continue to be a growing number of large customers who will require their distributor to be able to offer intensely competitive prices, rapid delivery, and new services. We cannot ensure that we will be able to compete aggressively on price. There may be decreasing reliance on distributors as manufacturers establish - --------------------------------------------------------------------------- direct sales channels. - ---------------------- Drug manufacturers have attempted to increase revenues and cut costs by reducing their use of distributors. They have introduced Internet-based technologies, which give them the ability to sell directly to end-users online. As a result, we and other independent healthcare distributors could experience a declining share of the healthcare products market. Changes in the availability or saleability of products could affect us. - ----------------------------------------------------------------------- Distributors in the healthcare products industry have on occasion had inventory surpluses or shortages of particular products. We have marked down our inventory of a product when, for example, it became difficult to sell it at our cost because a lower priced alternative had been introduced. Shortfalls in supply may result from a raw materials shortage, interruption in a manufacturer's regulatory compliance, or a manufacturer's misestimation of market requirements. In the third quarter of 2000, there was a shortage in the availability of flu vaccine, as a result of low production. Our lost revenues arising from a product's unavailability may not be made up in subsequent periods, even if it then becomes more readily available. Disruptions or cost increases in shipping can adversely affect us. - ------------------------------------------------------------------ Shipping is a significant expense in our business. We ship almost all of our U.S. orders by United Parcel Service and typically bear the cost of shipment. Accordingly, any significant increase in shipping rates, such as from increased fuel costs, could have an adverse effect on our operation. Similarly, strikes or -13- other service interruptions by truckers could cause our operating expenses to rise and delay our receiving inventory items and our deliveries to customers. Our shareholder rights plan may discourage third party offers to acquire us. - ---------------------------------------------------------------------------- On November 18, 1998, our Board of Directors adopted a Shareholder Rights Plan and declared a dividend of one Right for each outstanding share of the common stock. The Rights, which are designed to guard against takeover attempts at prices that do not reflect full value or which are conducted on terms not approved by our Board as being in our shareholders' best interests, may deter a third party from acquiring us. The Rights Plan is similar to shareholder rights plans that have been adopted by many public companies. The Rights provide, in substance, that should any person or group acquire 15% or more of our common stock, each Right, other than Rights held by the acquiring person or group, would entitle its holder to purchase a specified number of the shares of common stock for 50% of their then- current market value. Unless a 15% acquisition has occurred, the Rights may be redeemed by us. The right to purchase shares at a discount would not be triggered by a tender or exchange offer for all our outstanding shares at a price and on terms that our Board determines to be adequate and in the best interests of our shareholders. The Rights will expire on November 17, 2009, unless redeemed earlier by us. Our change of control provisions may discourage third party offers to acquire us - -------------------------------------------------------------------------------- We have a Change of Control/Change of Position Plan which entitles some of our executives to severance payments if there should be both a change of position following a change of control. Generally, a change of control entails a change, not approved by our Board, of 50% or more in ownership of our common stock or in the composition of the majority of our Board, and a change of position entails either our terminating a participant's employment or a participant's resigning after a change in duties. The Plan expires on December 31, 2002. Our four most senior executive officers and one Vice President are currently participants under the Plan. The maximum total of severance payments that we would be required to pay to those five executives on a change of control and changes of positions is $1,037,500. In addition, some of the stock options we have granted contain change of control provisions which may accelerate the -14- vesting of otherwise unexercisable installments of the options. At present, 82,500 shares of our common stock could become exercisable because of a change of control. The change of control/position provisions, which are designed to help us attract and retain talent by cushioning the effect that a change of control might have on their careers or positions, may make it more expensive for a third party to acquire us. You should not rely on forward-looking statements in this prospectus or in the - ------------------------------------------------------------------------------ documents incorporated by reference into the prospectus. - ------------------------------------------------------- This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements that involve risks and uncertainties. Forward-looking statements include those about . our possible future results of operations, . our business strategies, . Internet-related developments, . our plans for online growth, . our competitive position and the effects of competition, . changes in distribution patterns, and . changes in technology. Those statements, as well as others that refer to or anticipate the future or that are not statements of historical fact, are forward-looking statements. Such words as "anticipate," "believe," "plan," "expect," "future," and "intend" also identify forward-looking statements. You should not place undue reliance on these statements. Our actual results could differ materially from those anticipated in these statements for many reasons, some of which are given above. -15- THE COMPANY We are a multi-channel, Internet-enabled marketer and distributor of healthcare products, on a business-to-business basis, to approximately 100,000 healthcare practitioner customers operating in non-hospital settings. We serve, in addition to physicians and surgeons, podiatrists, emergency medical technicians, schools and colleges, correctional facilities, municipalities and occupational/industrial physicians and nurses. We ship nationally from our distribution centers in Connecticut, Florida, Illinois and California. Most customers buy our products for use in their healthcare practices, rather than for resale. We market our products . offline, through catalogs, other direct mail literature, telesales, and a small field sales force, and . online, through mooremedical.com, our most comprehensive web site, Podiatryonline.com, our 51%-owned web site for podiatry practitioners, and MERGlnet.com, our web site for emergency medical services providers. USE OF PROCEEDS We will not receive any of the proceeds from the sale by the selling shareholders of shares of our common stock. We have agreed to bear certain expenses relating to the registration of the shares of common stock registered pursuant to the registration statement of which this prospectus is a part. SELLING SHAREHOLDERS The shareholders entitled to offer and sell shares under the registration statement of which this prospectus is a part acquired their shares as follows: . Asset Management Partners acquired 50,000 shares from us pursuant to a Stock Subscription Agreement dated February 28, 2000 in which we agreed to register those shares. -16- . Richard Bilger acquired 26,432 shares from us pursuant to a Purchase Agreement dated July 14, 2000 under which we bought MERGInet Medical Resources and agreed to register those shares. . Dr. Alan Sherman and Dr. Michael Shore each acquired 14,913 shares from us pursuant to a Stock Purchase Agreement dated June 15, 2000 under which we bought 51% of Podiatry Online, Inc. and agreed to register those shares; in the Purchase Agreement; we also agreed to buy the 49% balance on June 15, 2002. . Vantage Venture Partners, LP acquired 50,000 shares from us pursuant to a Stock Subscription Agreement dated February 28, 2000 in which we agreed to register those shares, as well as an additional 26,600 shares which Christopher W. Brody (the Chairman of Vantage Partners LLC, the general partner of Vantage Venture Partners, LP) had previously acquired in publicly traded transactions. The following table sets forth the names and addresses of the selling shareholders and the number of shares of common stock and percentage of outstanding shares of common stock beneficially owned by each as of March 30, 2001. Since we do not know how many shares, if any, the selling shareholders will sell in an offering under this prospectus, we do not know the number of shares or percentage of outstanding that will be beneficially owned by them after the offering. Shares Beneficially Shares ------------------- ------ Owned Prior to Offering Offered ----------------------- ------- Name and Address Number Percent - ---------------- ------ ------- Asset Management Partners 50,000 1.6% 50,000 2275 East Bayshore Road Palo Alto, CA 94303 Richard Bilger 26,432 /(1)/ 26,432 c/o MERGinet Medical Resources 217 5/th/ St. South Walker, MN 56484-1286 -17- Shares Beneficially Shares ------------------- ------ Owned Prior to Offering Offered ----------------------- ------- Name and Address Number Percent - ---------------- ------ ------- Christopher W. Brody 210,000/(2)/ 6.7%/(2)/ 26,600 c/o Vantage Partners, LLC 610 Fifth Ave., 7/th/ floor New York, NY 10020 Dr. Alan Sherman 14,913 /(1)/ 14,913 c/o Podiatry Online, Inc. 5210 Linton Boulevard Delray Beach, FL 33484 Dr. Michael Shore 14,913 /(1)/ 14,913 c/o Podiatry Online, Inc. 5210 Linton Boulevard Delray Beach, FL 33484 Vantage Venture Partners, LP 50,000 1.6%/(2)/ 50,000 c/o Vantage Partners, LLC 610 Fifth Ave., 7/th/ floor New York, NY 10020 ________________ (1) Less than 1% of our outstanding common stock. (2) Mr. Brody directly owns 160,000 of these shares and Vantage Venture Partners, LP directly owns 50,000 of these shares. As Chairman of Vantage Partners, LLC, the sole general partner of Vantage Venture Partners, LP, Mr. Brody beneficially owns such 210,000 shares. Vantage Venture Partners, LP acquired its 50,000 shares as restricted securities directly form us pursuant to a February 28, 2000 Subscription Agreement. We agreed, in the Subscription Agreement, to register the 50,000 shares under this prospectus, and to also register an additional 26,600 shares owned directly by Mr. Brody which he had acquired as publically traded shares. The balance of the 133,400 shares owned directly by Mr. Brody were acquired by him as publically traded shares after the date of the Subscription Agreement. The shares owned directly by Mr. Brody include 10,000 shares which are subject to a purchase right held by a third party with whom we have no affiliation. Mr. Brody became a director of ours in March 2000. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company. Its address is 44 Wall Street, New York, New York 10038, and its telephone number is 212-936-5100. -18- OUR COMMON STOCK Our certificate of incorporation authorizes us to issue up to 10,000,000 shares of common stock, $.01 par value. As of April 27, 2001, 3,153,943 shares of common stock were issued and outstanding, and an additional 92,096 shares of our common stock were issued and held as treasury shares. Our certificate of incorporation also authorizes us to issue up to 1,000,000 shares of Class C preferred stock, in such classes and with such rights and privileges as may be designated by our Board of Directors. Our Board has designated 35,000 shares of such preferred stock as Series I Junior Preferred Stock issuable on the exercise of Rights pursuant to our Shareholder Rights Plan. Subject to the rights of the holders of preferred stock, the holders of common stock are entitled to one vote per share on all matters to be voted on by shareholders and are entitled to share pro rata in any dividends which may be declared from time to time by our Board of Directors and in any distributions on liquidation. DIVIDEND POLICY We have never declared or paid any cash dividend. We currently expect to retain future earnings, if any, to finance the growth and development of our business. Our present loan agreement restricts us from paying dividends. PLAN OF DISTRIBUTION The distribution of the shares of common stock by the selling shareholders may be made from time to time by the selling shareholders directly or through one or more brokers, agents, or dealers in one or more transactions (which may involve crosses and block transactions) on the American Stock Exchange or other exchanges on which our common stock may become listed, pursuant to and in accordance with the rules of those exchanges, in the over-the-counter market, in negotiated transactions or otherwise, at prices related to prevailing market prices or at negotiated prices. The selling shareholders may sell the shares from time to time. They will act independently of us in making decisions with respect to the timing, manner and size of each sale. In the event that one or more brokers, agents or dealers agree to sell the shares, they may do so by purchasing shares as principals or by selling shares as agents for the selling shareholder. In effecting sales, broker-dealers engaged by the selling shareholders may arrange for other -19- broker-dealers to participate in the resale. The selling shareholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling shareholders. The selling shareholders also may sell shares short and redeliver the shares to close out such short positions. The selling shareholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The selling shareholders also may lend or pledge the shares to a broker-dealer. The broker- dealer may sell the shares so loaned, or upon a default the broker- dealer may sell the pledged shares pursuant to this prospectus. We have advised the selling shareholders that they and any brokers, dealers or agents who effect a sale of the shares offered by this prospectus are subject to the prospectus delivery requirements of the Securities Act of 1933. We have advised the selling shareholders that in the event of a "distribution" of its shares, the selling shareholders and any broker, agent or dealer who participates in the distribution may be subject to applicable provisions of the Securities Exchange Act of 1934 and its rules and regulations, including Regulation M. We will bear all expenses of the offering of the shares, except that each selling shareholder will pay any applicable underwriting fees, discounts or commissions and transfer taxes, if any, as well as the fees and disbursements of his or its own counsel and experts. LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITIES; INDEMNIFICATION ------------------------------------------------------------------- Our certificate of incorporation requires that we indemnify our directors and officers to the fullest extent provided by the Delaware General Corporation Law. That Law does not permit a provision in a corporation's certificate of incorporation that would eliminate a director's liability (i) for a breach of his or her duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for any unlawful payment of a dividend or unlawful stock repurchase or redemption, or (iv) for any transaction from which the director derived an improper personal benefit. While our certificate of incorporation provision provides directors with protection from awards for monetary damages for -20- breaches of their duty of care, it does not eliminate the duty. Accordingly, it will have no effect on the availability of equitable remedies, such as an injunction or rescission based on a director's breach of his or her duty of care. The statutory provisions apply to an officer of a corporation only if he or she is a director of the corporation and is acting in his or her capacity as director, and do not apply to the officers of the corporation who are not directors. There is no pending litigation or proceeding involving any of our directors or officers in which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. LEGAL MATTERS The legality of the shares being offered hereby will be passed on for us by our general counsel, Joseph Greenberger, 111 East 61st Street, New York, New York 10021. Mr. Greenberger owns 4,350 shares of our common stock. EXPERTS PricewaterhouseCoopers, LLP, independent auditors, have audited the consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 30, 2000, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements and schedule are incorporated by reference in reliance upon PricewaterhouseCoopers, LLP's report, given upon their authority as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We file annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements on Schedule 14A, and may file current reports on Form 8-K and other information with the Securities and Exchange Commission. You may read and copy any document we file with the Securities and Exchange Commission at the -21- Securities and Exchange Commission's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Securities and Exchange Commission's regional offices at Seven World Trade Center, 13/th/ Floor, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. The Securities and Exchange Commission also maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Securities and Exchange Commission (http://www.sec.gov). In addition, our common stock is listed on The American Stock Exchange, and similar information concerning Moore Medical Corp. can be inspected and copied at the offices of The American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881. We have filed a registration statement of which this prospectus is a part and related exhibits with the Securities and Exchange Commission under the Securities Act of 1933. The registration statement contains additional information about us. You may inspect the registration statement and exhibits without charge at the office of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from the Securities and Exchange Commission at prescribed rates INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the Securities and Exchange Commission, modifies or replaces this information. We incorporate by reference the following documents we have filed with the Securities and Exchange Commission: . our annual report on Form 10-K for our fiscal year ended December 30, 2000; -22- . our quarterly report on Form 10-Q for our fiscal quarter ended March 31, 2001; . our registration statement on Form 8-A filed (under the name Optel Corporation, our former corporate name) on May 17, 1985, and our registration statement on Form 8-A filed on December 30, 1998; and . all documents filed by us with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering. To receive a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in a document), please write to us at Moore Medical Corp., 389 John Downey Drive, New Britain, Connecticut 06050, Attention: Investor Relations, call us at 860-826-3600 and ask for Investor Relations at extension 3629, or contact us by e-mail to www.IR@mooremedical.com. ------------------------ -23- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimates except the Securities and Exchange Commission registration fee. Securities and Exchange Commission registration fee $ 445.00 Printing expenses $ 1,000.00 Legal fees and expenses $20,000.00 Accounting fees and expenses $ -- Miscellaneous $ 100.00 ---------- Total $21,545.00 ---------- - ------- * To be filed by amendment. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article Ninth of our Certificate of Incorporation provides for indemnification of directors and officers to the fullest extent permissible under Delaware law. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Incorporated by Reference to, -------------- ----------- ---------------------------- or Filed Herewith ----------------- Exhibit 3.1 Certificate of Incorporation Exhibits 3.1 to Form 10-K for 1980; Form 10-Q for the second quarter of 1985; Form 10-K for 1987; Form 10-K for 1998; and Exhibit 3.4 to Form 10-Q for third quarter of 2000 Exhibit 3.2 Certificate of Designation Exhibit 3 to Form 8-K filed December 30, 1998 Exhibit 3.3 By laws Exhibits 3.3 to 10-K for 1980; Form 10-K for 1989; and Form 10-K for 1998 II-1
Exhibit 3.4 Rights Agreement between the Exhibit 4 to Form 8-K Company and American Stock filed December 30, 1998 Transfer & Trust Co., dated November 18, 1998 Exhibit 5 Opinion and consent of Joseph Filed herewith Greenberger Exhibit 23.1 Consent of Filed on April 27, 2001 PricewaterhouseCoopers LLP with initial Form S-3 filing.
All financial schedules are omitted because they are inapplicable or have been previously included in a filing with the Commission. ITEM 17. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: II-2 (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registrations statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of these securities being registered which remain unsold at the termination of the offering thereof. (b) The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, when applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with II-3 the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment no. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Britain, State of Connecticut, on June 11, 2001. MOORE MEDICAL CORP. By /s/ Linda M. Autore -------------------------------------- Linda M. Autore President (Chief Executive Officer) By /s/ James R. Simpson -------------------------------------- James R. Simpson Executive Vice President - Chief Financial Officer II-5 Pursuant to the requirements of the Securities Act of 1933, this amendment no. 1 to registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Linda M. Autore * Director June 12, 2001 _____________________________________________________ ------------------ --------------- Linda M. Autore (Title) (Date) /s/ Christopher W. Brody * Director June 12, 2001 _____________________________________________________ ------------------ --------------- Christopher W. Brody (Title) (Date) /s/ Steven Kotler Director June 12, 2001 _____________________________________________________ ------------------ -------------- Steven Kotler (Title) (Date) /s/ Robert H. Steele * Director June 12, 2001 _____________________________________________________ ------------------ --------------- Robert H. Steele (Title) (Date) /s/ Peter Sutro * Director June 12, 2001 _____________________________________________________ ------------------ -------------- Peter Sutro (Title) (Date) /s/ Wilmer J. Thomas, Jr. * Director June 12, 2001 _____________________________________________________ ------------------ -------------- Wilmer J. Thomas, Jr. (Title) (Date) /s/ Dan K. Wassong * Director June 12, 2001 _____________________________________________________ ------------------ -------------- Dan K. Wassong (Title) (Date)
*By /s/ James R. Simpson ---------------------------------- James R. Simpson, Attorney-in-fact II-6 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Linda M. Autore and James R. Simpson as his or her true and lawful attorneys-in-fact and agents, jointly and severally, with full power of substitution and resubstitution, for and in his or her stead, in any and all capacities, to sign on his or her behalf the registration statement on Form S-3 in connection with the sale by the selling shareholders of offered securities, and to execute any amendments thereto (including post-effective amendments) or certificates that may be required in connection with the registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and granting unto said attorneys-in-fact and agents, jointly and severally, the full power and authority to do and perform each and every act and thing necessary or advisable to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, jointly and severally, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Linda M. Autore /s/ Christopher W. Brody - ------------------------------------- ------------------------------------ Linda M. Autore Christopher W. Brody Date: April 25, 2001 Date: April 23, 2001 /s/ Steven Kotler /s/ Robert H. Steele - ------------------------------------- ------------------------------------ Steven Kotler Robert H. Steele Date: June 12, 2001 Date: April 23, 2001 /s/ Peter Sutro /s/ William J. Thomas, Jr. - ------------------------------------- ------------------------------------ Peter Sutro Wilmer J. Thomas, Jr. Date: April 21, 2001 Date: April 28, 2001 /s/ Dan K. Wassong - ------------------------------------- Dan K. Wassong Date: April 28, 2001 II-7 EXHIBIT INDEX
INDEX TO EXHIBITS Exhibit Number Description Page No. - -------------- ----------- -------- Exhibit 5 Opinion and consent of Joseph Greenberger Ex-1
II-8 EX-5.1 2 dex51.txt OPINION & CONSENT OF JOSEPH GREENBERGER Exhibit 5.1 ----------- Joseph Greenberger Law Office 111 East 61st Street New York, NY 10021 212-644-0700 Fax 212-644-3858 June 12, 2001 Moore Medical Corp. 389 John Downey Drive New Britain Connecticut 06050 Ladies and Gentlemen: I refer to the registration statement on Form S-3 filed by Moore Medical Corp., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on April 27,2001 and amended on June 12, 2001 (the "registration statement") relating to the registration under the Securities Act of 1933, as amended, of 182,258 shares of the Company's common stock, $.01 par value (the "Stock"), being offered by certain selling shareholders specified therein. As counsel to the Company, I have examined the proceedings taken by the Company in connection with the of the stock being registered under the registration statement. It is my opinion that the 182,258 shares of Stock that may be sold in the offering are legally and validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the amended registration statement and further consent to all references to me in the registration statement, the prospectus constituting a part thereof, and any amendments thereto. Very truly yours, /s/ Joseph Greenberger -----END PRIVACY-ENHANCED MESSAGE-----