-----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, Q4jYXJ3cQkz9ZkK5ujHtPdMVP07mh2X2xlUBJHZHnAMt/5oMinZmfXUWg/R4jeyy hwMl4bgs726WUGPRbVNrXQ== 0000950109-01-000587.txt : 20010307 0000950109-01-000587.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950109-01-000587 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010302 EFFECTIVENESS DATE: 20010302 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-8 SEC ACT: SEC FILE NUMBER: 333-56448 FILM NUMBER: 1560171 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-8 1 0001.txt FORM S-8 MOORE MEDICAL CORP. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2001 REGISTRATION NO.___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-8 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 (I.R.S. Employer incorporation or organization) Identification number) 389 John Downey Drive New Britain, CT 06050 ---------------------------------------------------------- (Address of principal executive offices) Warrant No.00-1, dated March 1, 2000, and Warrant No. 00-2, dated November 1, 2000 -------------------------------------------- (Full title of the plans) Susan G. D'Amato, Vice President - Finance, Moore Medical Corp. 389 John Downey Drive New Britain, Connecticut 06050 ------------------------------------------------------------- (Name and address of agent for service of process) (Zip Code) 860-826-3600 ------------ (Telephone number, including area code, of agent for service) The Commission is requested to send copies of all communications to: Joseph Greenberger, Esq. 111 East 61st Street New York, NY 10021 212-644-0700 CALCULATION OF REGISTRATION FEE ----------------------------------
Title of each class of Amount to be Proposed Proposed maximum Amount of - ---------------------- ------------ -------- ---------------- --------- Securities to be registered maximum offering aggregate offering registration ----------------- ---------- ---------------- ------------------ ------------- registered price per unit (1) price (1) fee ---------- ------------------ --------- --- - -------------------------------------------------------------------------------------------------------------- Common Stock, 17,500 Shares $ 7.25 $ 126,875 $ 31.72 $.01 par value - --------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), such price is based on the closing price of the Common Stock on February 27, 2001 on the American Stock Exchange. 1 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I will be sent or given as specified by Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. Such documents and the documents incorporated by reference in this pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF 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 January 1, 2000 . our Quarterly Reports on Form 10-Q for our quarterly periods ended April 1, 2000, July 1, 2000 and September 30, 2000; . our Current Report on Form 8-K filed December 30, 1998 and our registration statement on Form 8 filed 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 the documents ), please write to us at Moore Medical Corp., 389 John Downey Drive, New Britain Connecticut, 06050, Attention: Investor Relations, or call us at 860-826-3600 and ask for Investor Relations at extension 3763. 2 Item 4. DESCRIPTION OF SECURITIES Our certificate of incorporation authorizes us to issue up to 10,000,000 shares of common stock, $.01 par value, As of December 31, 2000, 3,101,480 shares of common stock were issued and outstanding, and an additional 144,596 shares of common stock were issued and held as treasury shares. Our certificate of incorporation also authorizes us to issue shares of preferred stock, in such classes and with such rights and privileges as may be designated by our Board of Directors. Our Current Report on Form 8 filed December 30, 1998 and registration statement on Form 8 filed December 30 1998 contain information about our Series I Junior Preferred Stock, a class of preferred stock designated by our Board of Directors. Subject to the rights of the holders of preferred stock, the holders of our common stock are entitled to one vote per share on all matters to be voted on by shareholders and 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. The holders of our common stock have no redemption rights or pre- emptive rights. Each outstanding share of common stock is, and each share registered to be offered and sold on exercise of a Warrant filed as an exhibit hereto will when issued on such an exercise be, fully paid and non-assessable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Joseph Greenberger, 111 East 61st Street, New York, New York 10021,whose opinion as to the legality of the shares being registered is being filed as an exhibit to this registration statement, owns 4,350 shares of our Common stock. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the federal securities laws. Our Certificate of Incorporation provides for indemnification of our directors and officers to the maximum extent permitted by the DGCL. In addition, we maintain liability insurance for our officers and directors. The DGCL 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 provides directors with protection from awards for monetary damages for 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. 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 3 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. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS
Exhibit Number Description Incorporated by Reference to the - ------------- ----------- -------------------------------- Registrant's, 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 1987; and Form 10-K for 1998 Exhibit 3.4 Rights Agreement Exhibit 4 to Form 8-K filed December 30, 1998 Exhibit 5 Opinion of Joseph Greenberger Filed herewith Exhibit 23.1 Consent of Joseph Greenberger Filed herewith under Exhibit 5 Exhibit 23.2 Consent of Filed herewith PricewaterhouseCoopers, LLP Exhibit 99.1 Warrant No. 001, dated March Filed herewith 1, 2000, of the Company Exhibit 99.2 Warrant No. 002, dated Filed herewith November 1, 2000, of the Company
4 Item 9. 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: (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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in 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 the 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 therein, 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 the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where 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 in the registration statement shall be deemed to be a new 5 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 the 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 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 the Act and will be governed by the final adjudication of such issue. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Britain, State of Connecticut, on this 28th day of February, 2001. MOORE MEDICAL CORP. By /s/ Linda M. Autore ------------------------------------- Linda M. Autore President (Chief Executive Officer) By /s/ Susan G. D'Amato ------------------------------------- Susan G. D'Amato Vice President Finance (Chief Accounting Officer) 7 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Linda M. Autore Director February 28, 2001 - ------------------------- ----------------- ----------------- Linda M. Autore (Title) (Date) Director - ------------------------- ----------------- ----------------- Christopher W. Brody (Title) (Date) /s/ Steven Kotler Director February 27, 2001 - ------------------------- ----------------- ----------------- Steven Kotler (Title) (Date) Director - ------------------------- ----------------- ----------------- Robert H. Steele (Title) (Date) /s/ Peter Sutro Director February 28, 2001 - ------------------------- ----------------- ----------------- Peter Sutro (Title) (Date) /s/ Wilmer J. Thomas, Jr. Director March 2, 2001 - ------------------------- ----------------- ----------------- Wilmer J. Thomas, Jr. (Title) (Date) Director - ------------------------- ----------------- ----------------- Dan K. Wassong (Title) (Date) 8 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Linda M. Autore and Susan G. D'Amato 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-8 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 - -------------------------------- -------------------------------- Linda M. Autore Christopher W. Brody Date: February 28, 2001 Date: /s/ Steven Kotler - -------------------------------- -------------------------------- Steven Kotler Robert H. Steele Date: February 27, 2001 Date: /s/ Peter Sutro /s/ Wilmer J. Thomas, Jr. - -------------------------------- -------------------------------- Peter Sutro Wilmer J. Thomas, Jr. Date: February 28, 2001 Date: March 2, 2001 - -------------------------------- Dan K. Wassong Date: 9 INDEX TO EXHIBITS E-1 Exhibit Number Description Page No. -------------- ----------- ------- Exhibit 5 Opinion of Joseph Greenberger E-1 Exhibit 23.2 Consent of PricewaterhouseCoopers, LLP E-2 Exhibit 99.1 Warrant No. 001 of the Company E-3 Exhibit 99.2 Warrant No. 002 of the Company E-8 10 EX-5 2 0002.txt OPINION OF JOSEPH GREENBERGER Exhibit 5 --------- Joseph Greenberger LAW OFFICE 111 East 61st Street New York, NY 10021 212-644-0700 Fax 212-644-3858 March 2, 2001 Moore Medical Corp. 389 John Downey Drive New Britain Connecticut 06050 Ladies and Gentlemen: At your request, I have examined the registration statement on Form S-8 being filed by Moore Medical Corp., a Delaware corporation (the "Company"), registering under the Securities Act of 1933, as amended, 17,500 shares of its common stock, $.01 par value (the "Stock"), issuable on exercise of Warrant Nos.00-1, dated March 1, 2000, and 00-2, dated November 1, 2000, of the Company included as exhibits to the registration statement. I have also examined the proceedings taken by the Company in connection with said Warrants. Based thereon, in my opinion the Stock, when issued on exercise pursuant to said Warrants, will be legally and validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the 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 E-1 EX-23.2 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS, LLP. Exhibit 23.2 ------------ The Board of Directors Moore Medical Corp. Ladies and Gentlemen: We consent to the use of our report incorporated herein by reference in the registration statement on Form S-8 filed herewith by Moore Medical Corp. with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended, of 17,500 shares of the its common stock, $.01 par value. /s/ PricewaterhouseCoopers LLP Hartford, Connecticut February 28, 2001 E-2 EX-99.1 4 0004.txt WARRANT NO.001 OF THE COMPANY Exhibit 99.1 ------------ WARRANT CERTIFICATE Warrant No. 00-1 Warrant to purchase up to 10,000 shares of Common Stock (subject to adjustment) at $11.00 per share (subject to adjustment) THIS CERTIFIES THAT, for value received, Brenda G. Smith ("Holder"), an ------ individual with an office at 17141 Newport Club Drive, Boca Raton, FL 33496, is the registered owner of a Warrant, represented by this Certificate, entitling the Holder, subject to the terms and conditions hereinafter set forth, to purchase from Moore Medical Corp., a Delaware corporation ("Moore"), the number ----- of shares (up to 10,000) of its fully paid and non-assessable Common Stock, $.01 par value (the "Common Stock"), determined pursuant to Section 1 hereof (subject ------------ to adjustment as hereinafter provided for, the "Warrant Shares"), upon payment -------------- to Moore of the exercise price of $ 11.00 per Warrant Share (subject to adjustment as hereinafter provided for, the "Exercise Price"). Any rights -------------- represented hereby not exercised on or before the Expiration (hereafter defined) shall become and be void and without further force or effect, and all rights represented hereby shall cease and expire. The Warrant represented hereby is issued pursuant to, and is subject to the terms and conditions set forth in, a Consulting Agreement, dated as of March 1, 2000, between Moore and the Holder (the "Agreement"). Capitalized and --------- italicized terms used herein after have the meaning ascribed thereto in the Agreement. 1. NUMBER OF WARRANT SHARES; EXERCISE INSTALLMENTS, EXERCISE PERIOD. This Warrant shall: (i) become exercisable in installments on (a) June 30, 2000 with respect to up to 4,000 shares if there are at least twelve Accepted Reports during the four-month period of the Term then ending and such includes at least one Accepted Report for a Strategic Alliance, (b) September 30, 2000 with respect to up to 3,000 shares if there are at least twelve Accepted Reports during the three-month period of the Term then ending and such includes at least one Accepted Report for a Strategic Alliance, and (c) December 31, 2000 with respect to up to 3,000 shares if there are at least twelve Accepted Reports during the three month period of the Term then ending and such includes at least one Accepted Report for a Strategic Alliance, and E-3 (ii) expire, with respect to each such installment, 24 months after it becomes exercisable (each an "Expiration"), ---------- provided, however, that for purposes of clause (i) hereof each Accepted Report - -------- ------- shall count as one Accepted Report, except that (w) an Accepted Report for a Strategic Alliance shall count as two Accepted Reports, (x) an Accepted Report for an Affiliation shall count as one-half an Accepted Report, and (y) an Accepted Report for a Customer Council shall not count as an Accepted Report, and provided further, however, that - ------------------------- (z) if, during, any such period there is at least six Accepted Reports, at least one of which is an Accepted Report for a Strategic Alliance, the number of shares for which the Warrants will become exercisable for each period will equal the following percentage of the maximum number of shares set forth in sub- clause (a), (b) and (c) of clause (i) hereof: Number of Percentage Accepted Reports Exercisable ---------------- ----------- Less than 6 Not Exercisable 6 50.0% 7 58.3% 8 66.6% Number of Percentage Accepted Reports Exercisable ---------------- ----------- 9 75.0% 10 83.3% 11 91.7% 12 100.0% 2.1 ADJUSTMENTS OF EXERCISE PRICE AND WARRANT SHARES. The number Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows: (a) In case Moore shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its capital stock (whether shares of Common Stock or of capital stock of any other E-4 class), (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of Moore, the Exercise Price and number of shares of Common Stock thereafter issuable on exercise of the Warrant in effect immediately prior to such action shall be adjusted so that the Holder of the Warrant shall on exercise thereafter be entitled to receive, for the same aggregate Exercise Price, the number of shares of capital stock of Moore which such Holder would have owned immediately following such action has such Warrant been exercise immediately prior thereto. An adjustment made pursuant to this section shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 2.2 Moore shall not be required to issue fractional shares of Common Stock on the exercise of this Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the exercise of any Warrant (or specified portion thereof), Moore shall pay an amount in cash calculated by it to equal the then market value per share multiplied by such fraction computed to the nearest whole cent. 2.3 The Holder may exercise this Warrant for all or any whole number of the Warrant Shares prior to Expiration in the manner stated herein. The Holder must provide Moore with not less than five (5) business days' prior written notice prior to the exercise of the Warrants. The Exercise Price shall be payable in lawful money of the United States of America. On exercise, this Warrant Certificate, together with the purchase form provided herein duly executed by the Holder, shall be delivered to Moore, together with payment in full of the Exercise Price in cash or by wire transfer of funds to Moore's account. If the Warrant is exercised for less than the total number of Warrant Shares, there shall be issued to the Holder a new Warrant Certificate for the number of Warrant Shares not so exercised. 3. RESERVATION OF WARRANT STOCK. Moore agrees that the number of shares of Common Stock sufficient to provide for the exercise of the Warrant upon the basis herein set forth will at all times and until Expiration be reserved for the exercise thereof. 4. ISSUANCE OF COMMON STOCK UPON EXERCISE. Moore, at its expense, shall cause to be issued, as soon as practicable in accordance with the terms of this Certificate, but not later than ten (10) days after exercise of this Warrant, a certificate or certificates in the name of the Holder reflecting the number of Warrant Shares to which the Holder is entitled upon such exercise. All shares of Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. 5. REGISTRATION RIGHTS. 5.1 On or prior July 1, 2000, Moore shall cause to be prepared and filed with the Securities and Exchange Commission ("SEC") a Registration Statement on --- Form S-8 registering for resale by the Holder of all the Warrant Shares (the "Registration Statement"). ---------------------- E-5 5.2 In connection with the preparation and filing of the Registration Statement, Moore agrees to (i) use its best efforts to cause such Registration Statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective; and (iii) furnish to Holder such number of copies of a prospectus, in conformity with the requirements of the Act, and such other documents as the Holder may reasonably request, in order to facilitate the resale of the Warrant Shares; and the Holder agrees to cooperate in all reasonable respects with the preparation and filing of the Registration Statement. 5.3 All fees and other expenses incurred in connection with the registration of the Warrant Shares shall be borne by Moore, including, without limitation, fees of Moore's legal counsel, SEC filing fees, printing costs, accounting fees and costs, transfer agent fees and any other miscellaneous costs and disbursements. Holder shall be liable for and pay any and all underwriting discounts, brokerage commissions or other fees or expenses incurred in connection with the sale or other disposition by the Holder of Warrant Shares covered by the Registration Statement. 5.4 To the extent permitted by law, the Holder agrees to indemnify and hold harmless Moore, and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Act) against any losses, claims, damages, liabilities, or expenses, including without limitation, attorney's fees and disbursements, which arise out of or are based upon (i) breach by the Holder of the Agreement or (ii) any violation by the Holder of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to the Holder, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such Registration Statement in reliance upon and in conformity with information furnished by the Holder in writing, expressly for use in connection with such Registration Statement. 5.5 To the extent permitted by law, Moore agrees to indemnify and hold harmless the Holder, against any losses, claims, damages, liabilities, or expenses, including without limitation attorney's fees and disbursements, to which the Holder may become subject under the Act to the extent that such losses, claims, damages or liabilities arise out of or are based upon any violation by Moore of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to Moore, or arises out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, or arise out of any violation by Moore of any rule or regulation promulgated under the Act applicable to Moore and relating to action or inaction required of Moore in connection with such Registration Statement; provided, however, that such indemnity contained in this paragraph shall not apply to any loss, damage or liability to the extent that same arises out of or is based upon an untrue statement or omission made in connection with such Registration Statement in reliance upon and in conformity with information furnished in writing expressly for use in connection with such Registration Statement by the Holder. E-6 5.6 Except for the obligations of Moore set forth in Sections 5.1 and 5.2 above, all obligations relating to compliance with applicable laws and regulations governing the distribution of securities in connection with the Holder's sale of Warrant Stock acquired pursuant to the exercise of the Warrant shall be the sole obligation of the Holder. 5.7 The Holder agrees to indemnify, defend and hold harmless Moore, and its officers, directors, agents, employees from and against, and pay or reimburse each of them for, any and all claims, losses, damages, judgments, amounts paid in settlement, costs and legal, accounting or other expenses that any of them may sustain or incur as a result of any misrepresentation, any inaccuracy in, or any breach of, any warranty or representation or any non- performance of any covenant or other obligation on the part of the Holder contained in this Warrant Certificate. 5.8 Moore agrees to indemnify, defend and hold harmless the Holder, from and against, and pay or reimburse each of them for, any and all claims, losses, damages, judgments, amounts paid in settlement, costs and legal, accounting or other expenses that any of them may sustain or incur as a result of any misrepresentation, any inaccuracy in, or any breach of, any warranty or representation or any non-performance of any covenant or other obligation on the part of Moore contained in this Warrant Certificate. 6. NO RIGHTS AS STOCKHOLDER. Holder is not, by virtue of this Warrant, entitled to any rights whatsoever of a stockholder of Moore. 7. TRANSFER PROHIBITED. This Warrant MAY NOT be or become transferred or assigned (consensually or by operation of law) except to the Holder's decedent estate, and any purported transfer or assignment (consensually or by operation of law) except to the Holder's decedent's estate shall be void. 8. MISCELLANEOUS. No term or condition of this Warrant Certificate may be changed other than by a written agreement signed by the party to be charged therewith. MOORE MEDICAL CORP. Date: March 1, 2000 By: /s/ Linda M. Autore -------------------------------- Linda M. Autore, President AGREED TO: /s/ Brenda G. Smith - ------------------------------ BRENDA G. SMITH, Holder E-7 EX-99.2 5 0005.txt WARRANT NO.002 OF THE COMPANY Exhibit 99.2 ------------ WARRANT CERTIFICATE Warrant No. 00-2 Warrant to purchase up to 7,500 shares of Common Stock (subject to adjustment) at $6.762 per share (subject to adjustment) THIS CERTIFIES THAT, for value received, Brenda G. Smith ("Holder"), an ------ individual with an office at 17141 Newport Club Drive, Boca Raton, FL 33496, is the registered owner of a Warrant, represented by this Certificate, entitling the Holder, subject to the terms and conditions hereinafter set forth, to purchase from Moore Medical Corp., a Delaware corporation ("Moore"), the number ----- of shares (up to7,500) of its fully paid and non-assessable Common Stock, $.01 par value (the "Common Stock"), determined pursuant to Section 1 hereof (subject ------------ to adjustment as hereinafter provided for, the "Warrant Shares"), upon payment -------------- to Moore of the exercise price of $6.762 per Warrant Share (subject to adjustment as hereinafter provided for, the "Exercise Price"). Any rights -------------- represented hereby not exercised on or before the Expiration (hereafter defined) shall become and be void and without further force or effect, and all rights represented hereby shall cease and expire. The Warrant represented hereby is issued pursuant to, and is subject to the terms and conditions set forth in, a Consulting Agreement, dated as of November 1, 2000, between Moore and the Holder (the "Agreement"). Capitalized and --------- italicized terms used hereinafter have the meaning ascribed thereto in the Agreement. 1. NUMBER OF WARRANT SHARES; EXERCISE INSTALLMENTS, EXERCISE PERIOD. This Warrant shall: (i) become exercisable in installments on (a) January 31, 2001 with respect to up to 2,500 shares if there are at least five Accepted Reports during the three- month period of the Term then ending, (b) April 30, 2001 with respect to up to 2,500 shares if there are at least five Accepted Reports during the three- month period of the Term then ending, and (c) October 31, 2001 with respect to up to 2,500 shares if there are at least six Accepted Reports during the six month period of the Term then ending, and (ii) expire, with respect to each such installment, 24 months after it becomes exercisable (each an "Expiration"), ---------- E-8 provided, however, that if, during, any such period there are at least three - -------- ------- Accepted Reports, the number of shares for which the Warrant will become exercisable for each period will equal the following percentage of the maximum number of shares set forth in sub-clause (a), (b) and (c) of clause (i) hereof: With Respect to Each of the 11/1/00 - 1/31/01 and ------------------------------------------------- 2/1/01 - 4/30/01 Periods ------------------------ Number of Percentage Accepted Reports Exercisable ---------------- ----------- Less than 3 Not Exercisable 3 50.0% 4 75.0% 5 100.0% With Respect to the 5/1/01 - 10/31/01 Period -------------------------------------------- Number of Percentage Accepted Reports Exercisable ---------------- ----------- Less than 3 Not Exercisable 3 50.0% 4 66.6% 5 77.3% 6 100.0% 2. ADJUSTMENTS OF EXERCISE PRICE AND WARRANT SHARES. 2.1 The number of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows: (a) In case Moore shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its capital stock (whether shares of Common Stock or of capital stock of any other class), (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of Moore, the Exercise Price and number of shares of Common Stock thereafter issuable on exercise of the Warrant in effect immediately prior to such action shall be adjusted so that the Holder of the Warrant shall on exercise thereafter be entitled to receive, for the same aggregate Exercise Price, the number of shares of capital stock of Moore which such Holder would have owned immediately following such action has such Warrant been exercise immediately prior thereto. An adjustment made pursuant to this section shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. E-9 2.2 Moore shall not be required to issue fractional shares of Common Stock on the exercise of this Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the exercise of any Warrant (or specified portion thereof), Moore shall pay an amount in cash calculated by it to equal the then market value per share multiplied by such fraction computed to the nearest whole cent. 2.3 The Holder may exercise this Warrant for all or any whole number of the Warrant Shares prior to Expiration in the manner stated herein. The Holder must provide Moore with not less than five (5) business days' prior written notice prior to the exercise of the Warrants. The Exercise Price shall be payable in lawful money of the United States of America. On exercise, this Warrant Certificate, together with the purchase form provided herein duly executed by the Holder, shall be delivered to Moore, together with payment in full of the Exercise Price in cash or by wire transfer of funds to Moore's account. If the Warrant is exercised for less than the total number of Warrant Shares, there shall be issued to the Holder a new Warrant Certificate for the number of Warrant Shares not so exercised. 3. RESERVATION OF WARRANT STOCK. Moore agrees that the number of shares of Common Stock sufficient to provide for the exercise of the Warrant upon the basis herein set forth will at all times and until Expiration be reserved for the exercise thereof. 4. ISSUANCE OF COMMON STOCK UPON EXERCISE. Moore, at its expense, shall cause to be issued, as soon as practicable in accordance with the terms of this Certificate, but not later than ten (10) days after exercise of this Warrant, a certificate or certificates in the name of the Holder reflecting the number of Warrant Shares to which the Holder is entitled upon such exercise. All shares of Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. 5. REGISTRATION RIGHTS. 5.1 On or prior to January 31, 2001, Moore shall cause to be prepared and filed with the Securities and Exchange Commission ("SEC") a --- Registration Statement on Form S-8 registering for resale by the Holder of all the Warrant Shares under this Warrant and under Warrant No.00-1 dated July 1, 2000 issued by Moore to the Holder (the "Registration Statement"). ---------------------- 5.2 In connection with the preparation and filing of the Registration Statement, Moore agrees to (i) use its best efforts to cause such Registration Statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective; and (iii) furnish to Holder such number of copies of a prospectus, in conformity with the requirements of the Act, and such other documents as the Holder may reasonably request, in order to facilitate the resale of the Warrant Shares; and the E-10 Holder agrees to cooperate in all reasonable respects with the preparation and filing of the Registration Statement. 5.3 All fees and other expenses incurred in connection with the registration of the Warrant Shares shall be borne by Moore, including, without limitation, fees of Moore's legal counsel, SEC filing fees, printing costs, accounting fees and costs, transfer agent fees and any other miscellaneous costs and disbursements. Holder shall be liable for and pay any and all underwriting discounts, brokerage commissions or other fees or expenses incurred in connection with the sale or other disposition by the Holder of Warrant Shares covered by the Registration Statement. 5.4 To the extent permitted by law, the Holder agrees to indemnify and hold harmless Moore, and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Act) against any losses, claims, damages, liabilities, or expenses, including without limitation, attorney's fees and disbursements, which arise out of or are based upon (i) breach by the Holder of the Agreement or (ii) any violation by the Holder of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to the Holder, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such Registration Statement in reliance upon and in conformity with information furnished by the Holder in writing, expressly for use in connection with such Registration Statement. 5.5 To the extent permitted by law, Moore agrees to indemnify and hold harmless the Holder, against any losses, claims, damages, liabilities, or expenses, including without limitation attorney's fees and disbursements, to which the Holder may become subject under the Act to the extent that such losses, claims, damages or liabilities arise out of or are based upon any violation by Moore of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to Moore, or arises out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, or arise out of any violation by Moore of any rule or regulation promulgated under the Act applicable to Moore and relating to action or inaction required of Moore in connection with such Registration Statement; provided, however, that such indemnity contained in this paragraph shall not apply to any loss, damage or liability to the extent that same arises out of or is based upon an untrue statement or omission made in connection with such Registration Statement in reliance upon and in conformity with information furnished in writing expressly for use in connection with such Registration Statement by the Holder. E-11 5.6 Except for the obligations of Moore set forth in Sections 5.1 and 5.2 above, all obligations relating to compliance with applicable laws and regulations governing the distribution of securities in connection with the Holder's sale of Warrant Stock acquired pursuant to the exercise of the Warrant shall be the sole obligation of the Holder. 5.7 The Holder agrees to indemnify, defend and hold harmless Moore, and its officers, directors, agents, employees from and against, and pay or reimburse each of them for, any and all claims, losses, damages, judgments, amounts paid in settlement, costs and legal, accounting or other expenses that any of them may sustain or incur as a result of any misrepresentation, any inaccuracy in, or any breach of, any warranty or representation or any non-performance of any covenant or other obligation on the part of the Holder contained in this Warrant Certificate. 5.8 Moore agrees to indemnify, defend and hold harmless the Holder, from and against, and pay or reimburse each of them for, any and all claims, losses, damages, judgments, amounts paid in settlement, costs and legal, accounting or other expenses that any of them may sustain or incur as a result of any misrepresentation, any inaccuracy in, or any breach of, any warranty or representation or any non-performance of any covenant or other obligation on the part of Moore contained in this Warrant Certificate. 6. NO RIGHTS AS STOCKHOLDER. Holder is not, by virtue of this Warrant, entitled to any rights whatsoever of a stockholder of Moore. 7. TRANSFER PROHIBITED. This Warrant MAY NOT be or become transferred or assigned (consensually or by operation of law) except to the Holder's decedent estate, and any purported transfer or assignment (consensually or by operation of law) except to the Holder's decedent's estate shall be void. 8. MISCELLANEOUS. No term or condition of this Warrant Certificate may be changed other than by a written agreement signed by the party to be charged therewith. E-12 MOORE MEDICAL CORP. Date: November 1, 2000 By: /s/ Linda M. Autore ------------------------------- Linda M. Autore, President AGREED TO: /s/ Brenda G. Smith - ---------------------------- BRENDA G. SMITH, Holder E-13 -----END PRIVACY-ENHANCED MESSAGE-----