-----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, GYKGLppYI1TD/7tkA+rfTBeMkcWKlVNZhUzDi7aUAqiqwfjuZY5qfKZpGlthtAob x2uci4dG/jVQO5yn2xfTNg== /in/edgar/work/20000816/0000950123-00-007761/0000950123-00-007761.txt : 20000922 0000950123-00-007761.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950123-00-007761 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000816 GROUP MEMBERS: BRODY CHRISTOPHER W GROUP MEMBERS: VANTAGE VENTURE PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE MEDICAL CORP CENTRAL INDEX KEY: 0000074691 STANDARD INDUSTRIAL CLASSIFICATION: [5047 ] IRS NUMBER: 221897821 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-07421 FILM NUMBER: 704181 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRODY CHRISTOPHER W CENTRAL INDEX KEY: 0001121986 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VANTAGE PARTNERS LLC STREET 2: 610 FIFTH AVE 7TH FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122188130 MAIL ADDRESS: STREET 1: VANTAGE PARTNERS LLC STREET 2: 610 FIFTH AVE 7TH FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D 1 sc13d.txt ORIGINAL FILING: MOORE MEDICAL CORP./BRODY, C.W. 1
----------------------------- OMB APPROVAL ----------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999 WASHINGTON, D.C. 20549 Estimated average burden hours per response......14.90 -----------------------------
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* Moore Medical Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 615799103 - -------------------------------------------------------------------------------- (CUSIP Number) Christopher W. Brody c/o Vantage Partners, LLC 610 Fifth Avenue, 7th Floor New York, New York 10020 (212) 218-8130 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies of this statement are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. 2 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 - ------ ------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons Christopher W. Brody I.R.S. Identification Nos. of above persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - Personal Funds - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 210,000(1) Beneficially Owned ------------------------------------------------------ by Each Reporting 8. Shared Voting Power 0 Person With ------------------------------------------------------ 9. Sole Dispositive Power 210,000(1) ------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 210,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.8%(1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes 50,000 shares owned by Vantage Venture Partners, LP as to which voting and dispositive power is exercised solely by Mr. Brody in his capacity as Chairman and sole member of its general partner, Vantage Partners, LLC. - -------------------------------------------------------------------------------- Page 2 of 8 3 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 - ------ ------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons Vantage Venture Partners, LP I.R.S. Identification Nos. of above persons (entities only) 061569732 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - Working Capital - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 50,000(1) Beneficially Owned ------------------------------------------------------ by Each Reporting 8. Shared Voting Power 0 Person With ------------------------------------------------------ 9. Sole Dispositive Power 50,000(1) ------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 50,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.6%(1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) Vantage Venture Partners, LP owns 50,000 shares of the Issuer's Common Stock, as to which voting and dispositive power is exercised through its general partner, Vantage Partners, LLC. Mr. Brody is Chairman and sole member of Vantage Partners, LLC. - -------------------------------------------------------------------------------- Page 3 of 8 4 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 Item 1. SECURITY AND ISSUER. This statement relates to shares of common stock, par value $.01 per share (the "Common Stock"), of Moore Medical Corp., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 389 John Downey Drive, New Britain, Connecticut 06050. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Act, the undersigned hereby file this Schedule 13D Statement on behalf of Christopher W. Brody ("Mr. Brody") and Vantage Venture Partners, LP, a Delaware limited partnership ("Ventures"). Mr. Brody and Ventures are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. Additionally, pursuant to Instruction C of Schedule 13D, information is included herein with respect to Vantage Partners, LLC, a Delaware limited liability company ("Vantage Partners" or "Item 2 Person"). Vantage Partners is the general partner of Ventures. Mr. Brody is the Chairman and sole member of Vantage Partners and a director of the Issuer. (b) - (c) REPORTING PERSONS MR. BRODY Christopher W. Brody's principal business is that of being a private investor. The principal business address of Mr. Brody is c/o Vantage Partners, LLC, 610 Fifth Avenue, 7th Floor, New York, New York 10020. VENTURES Ventures is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of Ventures, which also serves as its principal office, is c/o Vantage Partners, LLC, 610 Fifth Avenue, 7th Floor, New York, New York 10020. ITEM 2 PERSON Pursuant to Instruction C to Schedule 13D of the Act, information with respect to the Item 2 Person is set forth below. VANTAGE PARTNERS Vantage Partners is a Delaware limited liability company, the principal business of which is the purchase, sale, acquisition and holding of investment securities. Vantage Partners serves as the sole general partner of Ventures. The principal business address of Vantage Partners, which also serves as its principal office, is 610 Fifth Avenue, 7th Floor, New York, New York 10020. Mr. Brody is the Chairman and sole member of Vantage Partners. Page 4 of 8 5 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 (d) None of the Reporting Persons or the Item 2 Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons or the Item 2 Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Brody is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used by the Reporting Persons to purchase shares of Common Stock are as follows:
Reporting Person Source of Funds Amount of Funds - ---------------- --------------- --------------- Mr. Brody Personal Funds $1,138,530.35 Ventures Working Capital $ 500,000.00
Item 4. PURPOSE OF TRANSACTION. Each of the Reporting Persons acquired and continues to hold the Common Stock reported herein for investment purposes. Each of the Reporting Persons intends to review his or its investment in the Issuer on a continuing basis and, depending on market conditions, the Issuer's business affairs and financial position and other factors that the Reporting Persons may deem material to their respective investment decisions, each of the Reporting Persons may purchase additional Common Stock or sell all or a portion of their holdings of the Common Stock in the open market or in private transactions. The Reporting Persons and the Item 2 Person have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) REPORTING PERSONS MR. BRODY Mr. Brody beneficially owns 210,000 shares of the Common Stock, which constitutes approximately 6.8% of the outstanding shares of Common Stock (based on the 3,075,002 shares of Common Stock outstanding as of July 29, 2000 as reported on the Quarterly Report on Form 10-Q filed by the Issuer on August 15, 2000). Of these shares, 160,000 shares of Common Stock are owned directly by Mr. Brody (10,000 of which are subject to a purchase right held by a third person) and 50,000 shares are owned directly by Ventures. Because of his position as the sole member and Chairman of Vantage Partners, which is the general partner of Ventures, Mr. Brody may be deemed pursuant to Rule 13d-3 of the Act to be the beneficial owner of the 50,000 shares of Common Stock owned directly by Ventures. Page 5 of 8 6 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 VENTURES Venture beneficially and directly owns 50,000 shares of the Common Stock, which constitutes approximately 1.6% of the outstanding shares of Common Stock (based on the 3,075,002 shares of Common Stock outstanding as of July 29, 2000 as reported on the Quarterly Report on Form 10-Q filed by the Issuer on August 15, 2000). ITEM 2 PERSON Because Vantage Partners is the general partner of Ventures, Vantage Partners may be deemed pursuant to Rule 13d-3 of the Act to be the beneficial owner of the 50,000 shares of Common Stock owned directly by Ventures. (b) REPORTING PERSONS MR. BRODY In his individual capacity, Mr. Brody has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 160,000 shares of Common Stock that he owns directly. In his capacity as the Chairman and sole member of Vantage Partners, Mr. Brody has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 50,000 shares of Common Stock that are directly owned by Ventures. VENTURES Acting through its general partner, Ventures has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 50,000 shares of Common Stock directly owned by it. ITEM 2 PERSON As the general partner of Ventures, Vantage Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 50,000 shares of Common Stock directly owned by Ventures. (c) Mr. Brody effected the following purchases of Common Stock within the past 60 days, all of which were purchased in brokers' transactions on the American Stock Exchange:
Date of Purchase Number of Shares Purchased Price Per Share - ---------------- --------------------------- --------------- August 1, 2000 2,500 $6.02 August 1, 2000 15,000 $6.08 August 2, 2000 10,000 $6.06 August 4, 2000 7,500 $6.06 August 7, 2000 65,000 $6.06
Except as set forth in this paragraph (c), the Reporting Persons and the Item 2 Person have not effected any transactions in the Common Stock during the past 60 days. Page 6 of 8 7 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by such Reporting Person. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On February 28, 2000, Ventures and the Issuer entered into a Subscription Agreement (the "Subscription Agreement," which is filed as Exhibit 99.1 hereto and incorporated herein by reference). Pursuant to the Subscription Agreement, the Issuer is required to file and keep effective a registration statement on Form S-3 under the Securities Act of 1933 covering resales by the Reporting Persons of the 50,000 shares of Common Stock purchased thereunder by Ventures and the 21,600 shares of Common Stock then owned by Mr. Brody in accordance with the terms and conditions set forth in the Subscription Agreement. On June 29, 2000, Mr. Brody and Will Porteous entered into a Warrant Purchase Agreement (the "Warrant Purchase Agreement," a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference). Pursuant to the Warrant Purchase Agreement, Mr. Brody sold a warrant which entitles Will Porteous to acquire 10,000 shares of Common Stock upon the terms and conditions set forth in the Warrant Purchase Agreement. Except as set forth herein or in the Exhibits filed herewith, none of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to each other or with any person with respect to any of the Issuer's Common Stock owned by such Reporting Person. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Subscription Agreement between the Issuer and Ventures dated February 28, 2000 (incorporated herein by reference to Exhibit 10.21 to the Issuer's Quarterly Report on Form 10-Q for the period ended April 1, 2000). Exhibit 99.2 -- Warrant Purchase Agreement between Mr. Brody and Will Porteous dated as of June 29, 2000 relating to Common Stock of the Issuer. Exhibit 99.3 -- Joint Filing Agreement pursuant to Rule 13d-1 (k) (1) (iii) under the Act. Page 7 of 8 8 SCHEDULE 13D ISSUER: Moore Medical Corp. CUSIP NUMBER: 615799103 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: August 16, 2000 /s/ Christopher W. Brody ------------------------ Christopher W. Brody VANTAGE VENTURE PARTNERS, LP By: VANTAGE PARTNERS, LLC, its general partner By: /s/ Christopher W. Brody -------------------------------- Christopher W. Brody Chairman EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 99.1 Subscription Agreement between the Issuer and Ventures dated February 28, 2000 (incorporated herein by reference to Exhibit 10.21 to the Issuer's Quarterly Report on Form 10-Q for the period ended April 1, 2000). Exhibit 99.2 Warrant Purchase Agreement between Mr. Brody and Will Porteous dated as of June 29, 2000 relating to Common Stock of the Issuer. Exhibit 99.3 Joint Filing Agreement pursuant to Rule 13d-1 (k) (1) (iii) under the Act. Page 8 of 8 EX-99.2 2 ex99-2.txt WARRANT PURCHASE AGREEMENT 1 EXHIBIT 99.2 MOORE MEDICAL CORPORATION WARRANT PURCHASE AGREEMENT WILL PORTEOUS/ BRODY THIS WARRANT PURCHASE AGREEMENT is made as of the 29th day of June, 2000 (the "EFFECTIVE DATE") by and among Christopher W. Brody (the "Seller") and Will Porteous (a "PURCHASER") with respect to common shares of Moore Medical Corporation, a Delaware Corporation (the "Company"). The parties hereby agree as follows: 1. TERMS AND ISSUANCE OF WARRANT a) The Seller will sell to the Purchaser, for $500.00 a warrant to purchase Common Stock of the Company. The exercise price of such warrant will be $10.00 per common share. The warrant issuable pursuant to this paragraph shall entitle the Purchaser to acquire 10,000 shares of Common Stock. b) The warrant is attached hereto as Exhibit A (the "WARRANT"). 2. THE CLOSING 2.1 CLOSING DATE. The closing of the purchase and sale of the Warrant (the "CLOSING") shall be held on the Effective Date, or at such other time as the Seller and the Purchaser shall agree (the "CLOSING DATE"). 2.2 DELIVERY. At the Closing (i) the Purchaser will deliver to the Seller a check in the amount of $500.00 and (ii) the Seller shall issue and deliver to the Purchaser the Warrant. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The Seller hereby represents and warrants to the Purchaser as follows: 3.1 REQUISITE POWER. The Seller will have at the Closing Date all requisite power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 4.1 PURCHASE FOR OWN ACCOUNT. The Purchaser represents that it is acquiring the Warrant and the equity securities issuable upon exercise of the Warrant (collectively, the "SECURITIES") solely for his own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention except for a transfer by such Purchaser to any entity under common control of such Purchaser, the owners of which consist primarily of the family of the Purchaser's owner. 1. 2 4.2 INFORMATION AND SOPHISTICATION. The Purchaser acknowledges that it has received all the information it has requested and it considers necessary or appropriate for deciding whether to acquire the Securities. The Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser. The Purchaser further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 4.3 ABILITY TO BEAR ECONOMIC RISK. The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 4.4 FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) There is then in effect a Registration Statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the 1933 Act or any applicable state securities laws. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to any entity under common control of such Purchaser, the owners of which consist primarily of the family of the Purchaser's owner, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchaser hereunder. 4.5 ACCREDITED INVESTOR STATUS. The Purchaser is an "ACCREDITED INVESTOR" as such term is defined in Rule 501 under the 1933 Act. 2. 3 5. MISCELLANEOUS 5.1 BINDING AGREEMENT. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5.2 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents, made and to be performed entirely within the State of New York. 5.3 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.4 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 5.5 NOTICES. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or 10 days after deposit with the United States Post Office, postage prepaid, addressed to the Seller, Vantage Partners, LLC, 610 Fifth Avenue - 7th floor, New York, NY 10020, Attention: Christopher W. Brody, or the Purchaser at the address indicated below, or at such other address as either party may designate by ten (10) days advance written notice to the other party. 5.6 MODIFICATION; WAIVER. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser. 5.7 ENTIRE AGREEMENT. This Agreement and the Exhibit hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. IN WITNESS WHEREOF, the parties have executed this WARRANT PURCHASE AGREEMENT as of the date first written above. PUCHASER: SELLER By: /s/ William D. Porteous /s/ Christopher W. Brody --------------------------------- ------------------------ Signature Name: William D. Porteous ------------------- Title: --------------------------- Address: 1020 Fifth Avenue New York, NY 10028 --------------------------------------- 3. 4 EXHIBIT A THIS WARRANT AND THE UNDERLYING SECURITIES MAY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. CHRISTOPHER W. BRODY WARRANT TO PURCHASE COMMON STOCK JUNE 29, 2000 THIS CERTIFIES THAT, for value received, Purchaser (the "Holder"), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Christopher W. Brody (the "Seller") at 610 Fifth Avenue, 7th floor, New York, NY 10020, 10,000 shares of Common Stock of the Company. 1. DEFINITIONS. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date hereof and ending five years from the date hereof, unless sooner terminated as provided below. (b) "Exercise Price" shall mean $10.00 per common share, subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean the shares of the Corporation's Common Stock issuable upon exercise of this Warrant. (d) The "Corporation" or the "Company" shall mean Moore Medical Corporation, a Delaware corporation, with its principal office at 389 John Downey Drive, New Britain, Connecticut 06050. 2. EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to Christopher W. Brody at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise in the form attached hereto, 1 5 (b) Payment of the Exercise Price in cash, wire transfer, or by check, and (c) This Warrant. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Seller are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 3. COVENANTS OF THE SELLER. 3.1. COVENANTS AS TO EXERCISE SHARES. The Seller covenants and agrees that the Seller will at all times during the Exercise Period, hold free from liens, preemptive rights and the like, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. 4. REPRESENTATIONS OF HOLDER. 4.1 ACQUISITION OF WARRANT FOR OWN ACCOUNT. The Holder represents and warrants that it is acquiring the Warrant solely for its account for investment and not with a view to or for sale or distribution of said Warrant or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only. 4.2. SECURITIES ARE NOT REGISTERED. (a) The Holder understands that the Warrant and the Exercise Shares may have not been registered under the Securities Act of 1933, as amended (the "Act") on the basis that no distribution or public offering of the stock of the Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. 2 6 (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. 4.3. Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Seller shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; or (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Seller of the proposed disposition and shall have furnished the Seller with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Seller, the Holder shall have furnished the Seller with an opinion of counsel, reasonably satisfactory to the Seller, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. (iv) Notwithstanding anything else within this agreement to the contrary, the Holder will not transfer the Warrant unless the Transferee is intending upon exercising the Warrant immediately thereafter; and, furthermore, the Transferee understands that the company has no intention of ever registering the Warrant. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (c) The Holder hereby agrees not to sell or otherwise transfer or dispose of all or any part of this Warrant or the Exercise Shares during a period specified by the representative of the underwriters of Common Stock (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Corporation filed under the Act. Holder 3 7 further agrees that the Corporation may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 5. ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the outstanding Common Stock of the Corporation by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. 6. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Seller shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction. 7. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Corporation. 8. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Seller may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Seller, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 9. NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by telex, telegram, express mail or other form of rapid communications, if possible, and if not then such notice or communication shall be mailed by first-class mail, postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the to the Seller, Vantage Partners, LLC, 610 5th Avenue, 7th Floor, New York, NY 10020; Attention: Christopher Brody, Fax #212/218-8133 or if to the Holder, to the address set forth below, or at such other address as one party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if by personal delivery, telecopy, telex or telegram, three days after mailing if by express mail, or ten days after mailing if by first-class mail. 4 8 10. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 11. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of New York. IN WITNESS WHEREOF, the Seller has caused this Warrant to be executed as of June 29, 2000. SELLER: By /s/ Christopher W. Brody -------------------------- Christopher W. Brody HOLDER: By /s/ William D. Porteous ----------------------- Signature Name: William D. Porteous ------------------- Title: ------------------------------- Address: 1020 Fifth Avenue New York, NY 10028 ------------------------------------ 5 9 NOTICE OF EXERCISE TO: SELLER (1) The undersigned hereby elects to purchase 10,000 shares of the Common Stock of Moore Medical Corporation (the "Company") from Christopher W. Brody (the "Seller"), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Please arrange for the Seller to transfer a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: William D. Porteous (Name) 1020 Fifth Avenue New York, NY 10028 (Address) (3) The undersigned represents that (i) the undersigned is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (ii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned's own interests; (iii) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and (iv) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless there is in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. - ----------------------- --------------------------- (Date) (Signature) William D. Porteous ------------------- (Print name) 6 EX-99.3 3 ex99-3.txt JOINT FILER AGREEMENT 1 EXHIBIT 99.3 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the one statement relating to the common stock of Moore Medical Corp. to which this Exhibit is attached, and any subsequent amendments thereto, is filed on behalf of each of them in the capacities set forth below. DATED: August 16, 2000 /s/ Christopher W. Brody ------------------------ Christopher W. Brody VANTAGE VENTURE PARTNERS, LP By: VANTAGE PARTNERS, LLC, its general partner By: /s/ Christopher W. Brody -------------------------------- Christopher W. Brody Chairman -----END PRIVACY-ENHANCED MESSAGE-----