FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2001
REGISTRATION NO. 333-59688
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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
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(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
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(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)
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Common Stock, 182,258 shares $8.65 $1,576,531.70 $445.00
$.01 par value
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(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
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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.
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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.
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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
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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.
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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.
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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
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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,
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. 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.
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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.
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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
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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
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developments.
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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.
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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
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. 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,
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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.
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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.
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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
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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
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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
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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.
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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.
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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.
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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
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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
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documents incorporated by reference into the prospectus.
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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
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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.
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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
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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
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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.
------------------------
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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