Edgar Filing: MOORE MEDICAL CORP

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001
REGISTRATION NO.______________
=====================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________

MOORE MEDICAL CORP.
(Exact name of registrant as specified in its charter)

Delaware 22-1897821
-------- ----------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification number)
organization)

James R. Simpson, Executive Vice President - Chief Financial Officer
Moore Medical Corp.
389 John Downey Drive
New Britain, Connecticut 06050
860-826-3600
------------
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices and agent for service )

The Commission is requested to send copies of all communications to:
Joseph Greenberger, Esq.
111 East 61st Street
New York, New York 10021
212-644-0700

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering:
[_] ___________

If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [_] ______________

If this Form is a post effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] ______________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]

CALCULATION OF REGISTRATION FEE
-------------------------------

====================================================================================================
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price per aggregate Amount of
registered registered share (1) offering price registration fee
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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.

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 STOCKHOLDERS MAY NOT RESELL THESE SECURITIES 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 APRIL 27, 2001

MOORE MEDICAL CORP.
389 John Downey Drive
New Britain Connecticut 06050
860-826-3600

182,258 Shares
Common Stock

This prospectus relates to 182,258 outstanding shares of our common stock
that the five shareholders named in this prospectus may offer and sell from time
to time. We issued 50,000 shares to one shareholder and 50,000 shares to another
shareholder in two transactions for cash, we issued an additional total of
29,826 shares to two other shareholders as part of the consideration for buying
51% of their business, and we issued a further 26,432 shares to another
shareholder as part of the consideration for buying his business. We are
registering the offer and sale of these shares to satisfy our contractual
obligations to provide the shareholders with freely tradeable shares, and also
to register another 26,000 shares previously owned by an affiliate of one of the
shareholders.

We are not offering or selling any shares pursuant to this prospectus. The
selling shareholders will receive all the proceeds from sales hereunder, and we
will not receive any of the 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 of his or its shares. If there are
any sales, we do not know when they will occur.

Our common stock is listed for trading on The American Stock Exchange under
the symbol "MMD." We will list the shares that may be offered and sold under
this prospectus on The American Stock Exchange. On _____ __, 2001, the closing
sales price for our common stock on The American Stock Exchange was $______.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is__________, 2001

TABLE OF CONTENTS

Risk Factors.............................................................. 3

The Company............................................................... 13

Use of Proceeds........................................................... 13

Selling Shareholders...................................................... 13

Transfer Agent and Registrar.............................................. 15

Our Common Stock.......................................................... 15

Dividend Policy........................................................... 16

Plan of Distribution...................................................... 16

Limitation of Directors' and Officers' Liability; Indemnification......... 17

Legal Matters............................................................. 17

Experts................................................................... 17

Where You Can Find More Information....................................... 18

Incorporation of Certain Documents by Reference........................... 18

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 MOORE MEDICAL'S WEB
SITES DOES NOT CONSTITUTE PART OF THIS DOCUMENT. THIS DOCUMENT MAY BE USED ONLY
WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY
ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.

RISK FACTORS

You should carefully consider the following risks before making a decision
to buy shares of our common stock. The risks described below speak only as of
the date of this prospectus, and we may become subject to different risks after
that date. If any of the following risks actually occurs, our business and
prospects could suffer, the trading price of our common stock could decline, and
you could lose all or part of your investment.

OUR STRATEGY IS TO TRANSFORM OURSELVES INTO AN INTEGRATED MULTI-CHANNEL
MARKETING AND SALES ENTERPRISE IN WHICH E-COMMERCE PLAYS AN INCREASINGLY
IMPORTANT ROLE; WE WILL BE ADVERSELY AFFECTED IF OUR STRATEGY DOES NOT SUCCEED.

We market and distribute medical and surgical products and, to a lesser
extent, pharmaceuticals nationwide on a business-to-business basis to
professional healthcare practitioners operating in specialty practice areas in
non-hospital settings.

Historically, we marketed our products mostly through catalogs and by
telemarketing. We adopted a strategy in 1999 and updated it in 2000 to transform
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 an offline only model relying on catalogs and telesales into a
multi-channeled, offline and online, e-commerce enabled model.

We are implementing our strategy by, among other things,

. attracting new customers - and migrating existing customers - to our
web sites,

. enhancing our e-commerce capabilities,

. continuing to offer quality catalogs and collateral materials to
customers who prefer to make product selections and 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.

Implementing our strategy requires a higher level of expenses and
investments than was needed for our offline-alone operations. For our strategy
to succeed, it needs to generate adequate revenues to justify the substantial
expenses and investments required to implement the strategy by, for example,

. creating operating economies, for both ourselves and for our
customers, by

. our transacting more of our marketing and sales online, and

. our customers transacting more of their product selections and
ordering online, and

. continuing to enhance the utility of our catalogs to our customers,
for example by

. broadening our product offerings to include more items - in
addition to medical and surgical supplies and pharmaceuticals -
frequently used by healthcare professionals in their practice.

We cannot assure 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 OUR STRATEGY'S
EXPECTATIONS, THERE MAY BE DEVELOPMENTS WHICH ADVERSELY AFFECT ITS OUTCOME
WHICH WE MAY NOT FORESEE.

. started an unpromoted web site, with limited features, in 1999,

. opened our enhanced web site (www.mooremedical.com) on May 30, 2000,
----------------------

. acquired a majority interest in a web site operation serving the
podiatry practitioner community (www.Podiatrvonline.com) on June 15,
-----------------------
2000, and

. acquired a web site operation serving emergency medical service
professionals (www.MERGlnet.com) on July 14, 2000.
-----------------

In the short period since we opened our enhanced web site and the
acquisitions, overall our online revenues have grown consistent with our
expectations and almost all of our revenues have continued to come from our
catalog sales consistent with our strategy. However, we have had limited
operating experience as an e-commerce marketer and may not be able to anticipate
and prepare for unforseen developments, and we cannot assure you that our
strategy will succeed.

PERIOD-TO-PERIOD COMPARISONS OF OUR FINANCIAL RESULTS ARE NOT NECESSARILY
MEANINGFUL.

Because we have had only limited operating experience in e-commerce
marketing, our earlier operating history does not necessarily provide meaningful
information on which to evaluate our business and prospects. We incurred a net
loss of approximately $4,500,000 in 2000, while we had net income of
approximately $1,900,000 in the prior year. The results for 2000 reflect a one-
time charge of $2,500,000 related to our settlement of a pricing error under a
1991 contract of our former Wholesale Division with a federal agency. Moreover,
the results for 2000 reflect higher expenses and investments for our e-commerce
transformation strategy than 1999.

Period-to-period comparisons may not be good indicators of subsequent
performance because our revenues and expenses may fluctuate significantly from
period too period due to a number of factors, not all of which are in our
control. These factors include

. the degree of customer acceptance of our web sites,

. the fluctuating amounts and irregular timing of some of our

. operating costs - for example, for sponsoring online banners,
developing specialty practice catalogs, recruitment fees, or
prospecting online and offline for new customers through mailing
lists- and

. capital expenses for implementing our multi-channel
transformation strategy,

. 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 with a customer base in - or content 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 necessarily 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 March 30, 2001, it traded on the
American Stock Exchange at a high of $ 11.50 and at a low of $4.25, and on _____
__, 2001 it closed at $___, and its daily trading volume during the period
fluctuated between no shares and 236,800 shares traded. 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 industries.

In addition, the securities market has experienced extreme price and
trading volume fluctuations generally, and the market prices and trading volume
of the securities of e-commerce companies 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.

OUR WEB SITES ARE SUBJECT TO DISRUPTION.

Any system failure that causes a disruption in the operation of our web
sites or a decrease in their responsiveness reduces customer traffic and sales.
Our web sites have, on occasion, experienced interruptions that have made them
unavailable for short periods, slowed their response time, and prevented us from
efficiently fulfilling orders, and these types of 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 terminates on December 31,
2001. To minimize the risk of disruption, we plan to use a second hosting
provider, in a parallel with our current provider, during the last several
months of the contractual arrangement. We are enlarging our in-house information
technology staff, and are 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 without
disruptions, or in a timely and cost effective manner. The transition could also
require us to incur substantial expenses to modify or adapt our software and
infrastructure.

WE ARE SUBJECT TO ONLINE SECURITY BREACH RISKS.

Our web sites are vulnerable to security breaches and similar threats,
including from 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
interruptions and delays 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, if they should occur, may be
significant, and could hurt our revenues and results of operations.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPIDLY CHANGING TECHNOLOGICAL AND INTERNET
DEVELOPMENTS.

E-commerce markets are characterized by rapid technological change,
changing industry standards, and changes in customer preferences and
requirements. Privacy concern developments may affect us. We may not be able to
keep up with these changes, and if we do not our business will be harmed. These
changes could render our web sites, operational infrastructure and operating
practices obsolete. They could require us to incur substantial expenses to
modify or adapt our sites, infrastructure and practices. To be successful, we
must anticipate and respond to the changes, which we may not accomplish in a
timely and cost

effective manner or may not be within 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. The adoption of 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 PERSONNEL IS INTENSE.

We are substantially dependent on the continued services of our executive
officers, Linda M. Autore, our chief executive officer, Chad Roffers. our chief
marketing and sales officer since September 2000, Jerry Flasz, our chief
information systems and technology officer since January 2001, and James
Simpson, our chief financial officer since March 2001, and other key employees.
In addition, the principals of our majority-owned Podiatry Online subsidiary,
Dr. Michael Shore and Dr. Alan Sherman, and the founder of our MERGInet
operation, Mr. Richard Bilger, have substantial experience in developing content
for our www.Podiatryonline.com and www.MERGlnet.com sites. We found that we
-------------------------------------------
needed to make contractual employment commitments to attract experienced
executive talent. Ms. Autore, Mr. Roffers, Mr. Flasz and Mr. Simpson have
employment contracts with us until December 31, 2002, Drs. Shore and Sherman
have consulting contracts with our Podiatry Online subsidiary until June 15,
2002, and Mr. Bilger's personal consulting company has a consulting contract
with us until July, 15, 2002. Each of these individuals has specialized
knowledge and skills. As a result, if any leaves us we could face substantial
difficulty in hiring a qualified successor, and until a successor is employed
and gains the requisite experience with us, we could suffer a loss in
effectiveness.

We will also need to hire additional personnel. The competition for
qualified personnel is intense, and placement fees are expensive. If we do not
succeed in attracting qualified new personnel, or retaining and motivating
existing personnel, our business will be adversely affected.

WE ARE SUBJECT TO ONLINE CREDIT CARD FRAUD RISKS.

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 or those of our third party
contractors involve the storage and transmission of credit card numbers or other
confidential information, security breaches could damage our reputation, result
in the fraudulent use of credit card data, and expose us to losses or litigation
and possible liability. Under current credit card practices, a merchant is
liable for fraudulent credit card transactions where, as is the case with our
online transactions with our customers, it does not obtain a cardholder's
signature.

INTELLECTUAL PROPERTY CLAIMS AGAINST US CAN 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. In addition, although we have had no material claims of unauthorized
duplication or distribution of third-party content, we may in the future become
subject to liability for such unauthorized use, 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, diversion of technical and
management personnel, and delays. We may also have to develop non-infringing
technology or content or enter into royalty or licensing agreements. These
agreements, if required, may not be available on terms acceptable to us, or not
at all. It would adversely affect us if there were a successful claim of
infringement against us and we were unable to develop non-infringing technology
or content or to license the infringed or similar technology on a timely and
acceptable basis.

WE MAY BECOME SUBJECT TO ADDITIONAL GOVERNMENTAL REGULATION OF THE INTERNET.

The law of the Internet remains largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and 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. The adoption or modification of laws or
regulations relating to the Internet could adversely affect our business.

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 is dependent, as
opportunities may arise. To date, we have contracted with a print-order
management service for of 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 whom we have less
control than our own employees - to as great an extent as we are able to direct
our own employees. The potential loss of some control over contracted-out
functions may lead to performance or cost issues which we may be unable to
anticipate and plan for.

WE MAY BE SUBJECT TO NEW SALES TAX COLLECTION OBLIGATIONS.

We do currently collect sales taxes for shipments into Connecticut,
Illinois, Florida and California, the states in which our distribution centers
are located, and in about ten other states where we may meet sales tax
guidelines. However, a jurisdiction in which we do not collect sales tax may
seek to impose collection obligations on us or try to hold us liable for
non-collections. It
8

could adversely affect us if a jurisdiction in which we do not collect sales tax
or a foreign country successfully asserts that we should have collected sales.
In addition, a federal moratorium under the 1998 Internet Tax Freedom Act on
newly legislated sales taxes on interstate online purchases presently expires on
October 1, 2001. We are not able to predict whether there will new legislation
and, if so, whether it will impose new sales tax payment and collection
obligations on online purchases and sellers. If the moratorium expires without
new legislation or if new legislation imposes a sales tax on Internet
transactions, it may lessen an advantage now thought to be enjoyed by some
online purchasers, diminish or eliminate what some regard as an advantage
enjoyed by online sellers, and place new administrative burdens on online
sellers.

THE HEALTHCARE PRODUCTS DISTRIBUTION BUSINESS IS INTENSELY COMPETITIVE.

We compete with numerous other companies, including several major
manufacturers and distributors. Many of our competitors have greater financial
and other resources than we have, and they may be able to thereby exploit
opportunities and adjust to unforseen developments better than us. 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. Such federal
legislation may in the future enable certain domestic consumers to order
pharmaceuticals from sources abroad where drugs are cheaper because of
governmental price controls, and this may undercut demand from domestic
distributors such as ourselves. In addition, our products are available from
many other sources, and our customers tend to have relationships with several
distributors.

CUSTOMER CONSOLIDATIONS WILL CONTINUE TO PUT PRESSURE ON OUR REVENUES BY
LIMITING OUR PRICING FLEXIBILITY.

As more 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 of choice to be
able to offer intensely competitive prices, more rapid delivery, and new
services. We cannot assure that we will be able to compete aggressively.

COMPETITION HAS INTENSIFIED AS A RESULT OF DISTRIBUTOR CONSOLIDATIONS AND NEW
ONLINE ENTRANTS.

Consolidations among healthcare products distributors through acquisitions,
mergers and joint ventures could afford competitors product procurement cost
advantages and the ability to lower prices, as well as economies of scale, which
could enable them to increase their market position and materially adversely
affect our revenues and operating results. In addition, the emergence of new
online competitors seeking to establish and expand their market position by
providing aggressive pricing, rapid delivery and new services could materially
adversely affect our revenues and operating results.

DECREASING RELIANCE ON DISTRIBUTORS, AS MANUFACTURERS ESTABLISH DIRECT SALES
CHANNELS.

Drug manufacturers have attempted to increase their revenues by responding
to pressures to cut healthcare product costs by reducing product movement
through distributors, in an effort to reduce distribution channel expenses. They
have introduced Internet-based technologies, which give them the ability to sell
directly to end-users online. As a result, we and other independent healthcare
distributors could experience a declining share of the healthcare products
market.

CHANGES IN THE AVAILABILITY OR SALEABILITY OF PRODUCTS COULD AFFECT US.

Distributors in the healthcare products industry have, on occasion,
experienced excess inventories of particular products and, on other occasions,
shortages in the availability of particular products. We have marked down our
inventory of a product when, for example, it became difficult to sell based on
our cost because a lower cost alternative was 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 a lower production yield than had been anticipated by
the manufacturer. Our lost revenues arising from a product's unavailability may
not be made up in subsequent periods, when it becomes more readily available.

OUR OPERATIONS ARE SUBJECT TO SIGNIFICANT GOVERNMENTAL REGULATION.

Our business is subject to requirements under various federal, state and
local laws and regulations applicable to the distribution of pharmaceuticals and
medical devices. Among the federal laws with which we must comply are the
Federal Food, Drug, and Cosmetic Act, the Prescription Drug Marketing Act of
1987, the Controlled Substances Act, and other laws.

The Food, Drug, and Cosmetic Act generally regulates the introduction,
manufacture, advertising, labeling, packaging storage, handling, marketing and
distribution of, and record keeping for, pharmaceuticals and medical devices
shipped in interstate commerce. The Prescription Drug Marketing Act of 1987
requires a distributor who sells drugs for resale (as we do) to be registered
with a federal agency or 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 prohibits the payment of
remuneration to induce the purchase of items reimbursable under federally funded
healthcare programs such as Medicare and Medicaid. Under the Controlled
Substances Act, we, as a distributor of pharmaceuticals some of which are
regarded as controlled substances, are required to register with a governmental
agency in accordance with regulations, and we are subject to inspection by the
federal Drug Enforcement Agency.

Our violation of these laws or related regulations could cause a suspension
or interruption of our pharmaceutical or medical device distribution operations,
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 INSURANCE PROGRAMS COULD ADVERSELY AFFECT US.

The healthcare products industry has changed significantly in recent years
in response to pressures to reduce the cost of healthcare products and services.
These changes included 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 for our products. These
trends have adversely affected us by inhibiting our flexibility in setting
prices for our products. We expect the healthcare products distribution industry
to continue to change significantly as a result of continuing governmentally
directed or influenced cost reduction pressures. We cannot predict whether any
further changes in legislation, regulations or insurance programs will occur or
what effect they might have on us.

DISRUPTIONS IN OR COST INCREASES FOR SERVICES ON WHICH WE ARE DEPENDENT CAN
ADVERSELY AFFECT OUR OPERATING RESULTS.

Shipping is a significant expense in the operation of 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,
resulting, for example, from increased fuel costs, could have an adverse effect
on our operating results. Similarly, strikes or other service interruptions by
truckers could cause our operating expenses to rise and adversely affect our
ability to deliver products on a timely basis.

OUR SHAREHOLDER RIGHTS PLAN MAY DISCOURAGE THIRD PARTY OFFERS TO ACQUIRE US.

On November 18, 1998, our Board of Directors adopted a Shareholder Rights
Plan ("Rights Plan) and declared a dividend under the Rights Plan of one Right
on each outstanding share of the common stock. The Rights, which are designed to
guard against attempts to take us over at prices that do not reflect full value,
or which are conducted in a manner or on terms not approved by our Board as
being in our shareholders' best interests, may make it more difficult for a
third party to acquire us.

The Rights Plan is similar to shareholder rights plans which 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 at any time. 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 earlier redeemed by us as
described above.

OUR CHANGE OF CONTROL PROVISIONS MAY ALSO 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" (as defined in the Plan) following a "change in control" (as defined).
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 in position" entails either our terminating
a participant's employment or the participant terminating his or her employment
after a change in his or her duties. The Plan expires on December 31, 2002. Our
four senior executive officers and one Vice President are presently participants
under the Plan. The total maximum amount 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 vesting of
otherwise unexercisable installments of the options. At present, 82,500 shares
of our common stock could become exercisable because of a change of control. The
change of control/position provisions, which are designed to help us attract and
retain talent by cushioning the effect that a change of control might have on
their careers or positions, may make it more expensive for a third party to
acquire us.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS OR IN THE
DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements that involve risks and
uncertainties. Forward-looking statements include, among other things, the
information concerning 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. All statements about our plans or
anticipations for the future or that are not statements of historical facts are
forward-looking statements. Words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions 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, including those described above.

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.

. 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

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.

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 March 30, 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, 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 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' LIABILITY; 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 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 61/st/ 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
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;

. 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.

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 $ *
Legal fees and expenses $ *
Accounting fees and expenses $ *
Miscellaneous $ *
-------
Total $ *

-------
* 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 herewith
PricewaterhouseCoopers LLP

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 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Britain, State of Connecticut, on
April 25, 2001.

MOORE MEDICAL CORP.

/s/ Linda M. Autore
By_______________________________________
Linda M. Autore
President (Chief Executive Officer)

/s/ James R. Simpson
By_______________________________________
James R. Simpson
Executive Vice President -
Chief Financial Officer

II-5

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Linda M. Autore Director April 25, 2001
_____________________________________________________ ------------------ ---------------
Linda M. Autore (Title) (Date)

/s/ Christopher W. Brody Director April 23, 2001
_____________________________________________________ ------------------ ---------------
Christopher W. Brody (Title) (Date)

Director
_____________________________________________________ ------------------ --------------
Steven Kotler (Title) (Date)

/s/ Robert H. Steele Director April 23, 2001
_____________________________________________________ ------------------ ---------------
Robert H. Steele (Title) (Date)

/s/ Peter Sutro Director April 21, 2001
_____________________________________________________ ------------------ --------------
Peter Sutro (Title) (Date)

Director
_____________________________________________________ ------------------ --------------
Wilmer J. Thomas, Jr. (Title) (Date)

Director
_____________________________________________________ ------------------ --------------
Dan K. Wassong (Title) (Date)

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/ Robert H. Steele
_____________________________________ ____________________________________
Steven Kotler Robert H. Steele
Date: Date: April 23, 2001

/s/ Peter Sutro
_____________________________________ ____________________________________
Peter Sutro Wilmer J. Thomas, Jr.
Date: April 21, 2001 Date:

_____________________________________
Dan K. Wassong
Date:

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EXHIBIT INDEX

INDEX TO EXHIBITS

Exhibit Number Description Page No.
-------------- ----------- --------

Exhibit 5 Opinion and consent of Joseph Greenberger Ex-1

Exhibit 23.1 Consent of PricewaterhouseCoopers LLP Ex-2

II-8