8-K 1 mo685204-8k.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 20, 2004 Date of earliest event reported: January 19, 2004 Moore Medical Corp. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8903 22-1897821 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 389 John Downey Drive P.O. Box 1500, New Britain, CT 06050 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 826-3600 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On January 19, 2004, Moore Medical Corp. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with McKesson Corporation ("McKesson") and Madison Acquisitions Inc., a wholly-owned subsidiary of McKesson (the "Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company with the Company emerging as the surviving corporation and a wholly-owned subsidiary of McKesson (the "Merger"). Upon closing, all outstanding shares of the Company's common stock will be canceled and converted into the right to receive $12.00 per share in cash. The Merger is subject to, among other things, approval by the Company's shareholders. The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and such Exhibit is incorporated herein by reference. On January 20, 2004, McKesson and the Company issued a press release announcing the Merger, a copy of which is attached hereto as Exhibit 99.1. Item 7(c). Exhibits. 2.1 Agreement and Plan of Merger among McKesson Corporation, Moore Medical Corp. and Madison Acquisitions Inc., dated January 19, 2004. 99.1 Joint press release of McKesson and the Company, dated January 20, 2004. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOORE MEDICAL CORP. Date: January 20, 2004 /s/ Linda M. Autore -------------------------------------------- Name: Linda M. Autore Title: President and Chief Executive Officer EXHIBIT INDEX 2.1 Agreement and Plan of Merger among McKesson Corporation, Moore Medical Corp. and Madison Acquisitions Inc., dated January 19, 2004. 99.1 Joint press release of McKesson and the Company, dated January 20, 2004.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: (Date of earliest event reported) August 6, 2003

Moore Medical Corp.

(Exact name of registrant as specified in its charter)

Delaware		1-8903		22-1897821
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

389 John Downey Drive P.O. Box 1500, New Britain, CT		06050
(Address of principal executive offices)		(Zip Code)

(860) 826-3600

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release of Moore Medical Corp. dated August 6, 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2003, Moore Medical Corp. issued a press release reporting financial results for the quarter ended June 28, 2003. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including exhibits attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to Securities Act of 1933, except as otherwise expressly stated in such filing.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOORE MEDICAL CORP.
Date: August 8, 2003	By:	/s/ JOHN M. ZINZARELLA
		John M. Zinzarella Vice President of Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release of Moore Medical Corp., dated August 6, 2003.

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