UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report:
January 20, 2004
Date of earliest event reported:
January 19, 2004
Moore Medical Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-8903 22-1897821
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
389 John Downey Drive P.O. Box 1500, New Britain, CT 06050
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(860) 826-3600
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On January 19, 2004, Moore Medical Corp. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with McKesson Corporation
("McKesson") and Madison Acquisitions Inc., a wholly-owned subsidiary of
McKesson (the "Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will
be merged with and into the Company with the Company emerging as the surviving
corporation and a wholly-owned subsidiary of McKesson (the "Merger"). Upon
closing, all outstanding shares of the Company's common stock will be canceled
and converted into the right to receive $12.00 per share in cash. The Merger is
subject to, among other things, approval by the Company's shareholders.
The foregoing description of the Merger and the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, a copy of which is filed
herewith as Exhibit 2.1 and such Exhibit is incorporated herein by reference.
On January 20, 2004, McKesson and the Company issued a press release announcing
the Merger, a copy of which is attached hereto as Exhibit 99.1.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger among McKesson Corporation, Moore
Medical Corp. and Madison Acquisitions Inc., dated January 19,
2004.
99.1 Joint press release of McKesson and the Company, dated January
20, 2004.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOORE MEDICAL CORP.
Date: January 20, 2004
/s/ Linda M. Autore
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Name: Linda M. Autore
Title: President and Chief Executive Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger among McKesson Corporation, Moore
Medical Corp. and Madison Acquisitions Inc., dated January 19,
2004.
99.1 Joint press release of McKesson and the Company, dated January
20, 2004.