-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtATyVrit+HiVt5s5J4C+U4PEegWgji506iR1SC/WArD/kqhjR2Vgq8BCOTTc5kr nEpNXhgA6fcB2hC9vAczcg== 0000893220-98-001151.txt : 19980701 0000893220-98-001151.hdr.sgml : 19980701 ACCESSION NUMBER: 0000893220-98-001151 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-64665 FILM NUMBER: 98658456 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 S-8 POS 1 POST-EFFECTIVE AMEND. NO. 4 TO FORM S-8 1 Registration No. 33-64665 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MERCK & CO., INC. (Exact name of registrant as specified in its charter) New Jersey 22-1109110 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Merck Drive Whitehouse Station, NJ 08889-0100 (Address of principal executive offices) (Zip Code) ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECURITY PLAN (Full title of the plan) CELIA A. COLBERT Secretary and Assistant General Counsel Merck & Co., Inc. One Merck Drive Whitehouse Station, New Jersey 08889-0100 (Name and address of agent for service) (908) 423-1000 (Telephone number, including area code, of agent for service) Copy of all communications to: ROBERT J. LICHTENSTEIN, ESQ. Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103 (215) 963-5726 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed by Merck & Co., Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) Quarterly Report on Form 10-Q for the Quarter ended March 31, 1998; (c) Current Report on Form 8-K dated May 19, 1998; (d) The descriptions of the Common Stock of the Registrant set forth in the Registrant's Registration Statements pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description. In addition, the Report on Form 11-K for the fiscal year ended December 31, 1997 with respect to the Astra Merck Inc. Employee Savings and Security Plan (the "Plan"), filed with the Commission, is incorporated by reference in this Registration Statement. All reports and other documents filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that is also incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Item 5 is amended by adding the following paragraph. The financial statements incorporated in this Registration Statement by reference to the Report of the Astra Merck Inc. Employee Savings and Security Plan on Form 11-K for the fiscal year ended December 31, 1997, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The text of item 5 of the Registration Statement as initially filed and in each previously filed post-effective amendment continue to be a part of this Registration Statement. 3 ITEM 8. EXHIBITS. The exhibits filed as part of this Registration Statement are as follows:
Exhibit Number Exhibit - ------ ------- 5.1 Opinion re legality (Common Stock of Registrant)* 5.2 Opinion of Morgan, Lewis & Bockius LLP (interests in Plan)* 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Arthur Andersen LLP* 23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2)* 24 Power of Attorney and Certified Resolution of Board of Directors* 99 Astra Merck Inc. Employee Savings and Security Plan*
* Previously filed 2 4 SIGNATURES The Registrant. 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-8 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Whitehouse Station, New Jersey, on the 30th day of June, 1998. MERCK & CO., INC. By: * ------------------------------------------ RAYMOND V. GILMARTIN Chairman of the Board, President and Chief Executive Office and Director By: * ------------------------------------------ CELIA A. COLBERT Secretary and Assistant General Counsel (Attorney-in-fact) Pursuant to the requirements of the Securities Act 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date - ---------- ----- ---- * Chairman of the Board, June 30, 1998 - ---------------------------- President and Chief Executive Officer; Raymond V. Gilmartin Principal Executive Officer; Director * Senior Vice President June 30, 1998 - ---------------------------- and Chief Accounting Officer; Judy C. Lewent Principal Financial Officer * Vice President, Controller; June 30, 1998 - ---------------------------- Principal Accounting Officer Peter E. Nugent * Director June 30, 1998 - ---------------------------- H. Brewster Atwater, Jr. * Director June 30, 1998 - ---------------------------- Derek Birkin * Director June 30, 1998 - ---------------------------- Edward M. Scolnick, M.D. * Director June 30, 1998 - ---------------------------- Lawrence A. Bossidy
5 * Director June 30, 1998 - ---------------------------- William G. Bowen, Ph.D. * Director June 30, 1998 - ---------------------------- Johnnetta B. Cole, Ph.D. * Director June 30, 1998 - ---------------------------- Carolyne K. Davis, Ph.D. * Director June 30, 1998 - ---------------------------- Lloyd C. Elam, M.D. * Director June 30, 1998 - ---------------------------- Charles E. Exley, Jr. * Director June 30, 1998 - ---------------------------- William N. Kelley, M.D. * Director June 30, 1998 - ---------------------------- Samuel O. Thier, M.D. * Director June 30, 1998 - ---------------------------- Dennis Weatherstone
*Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to the Registration Statement, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company. By: CELIA A. COLBERT Secretary and Assistant General Counsel (Attorney-in-Fact) The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania on June 30, 1998. ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECURITY PLAN By: Name: Linda E. Robertson Title: Administrative Committee 6 SIGNATURES The Registrant. 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-8 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Whitehouse Station, New Jersey, on the 30th day of June, 1998. MERCK & CO., INC. By: * RAYMOND V. GILMARTIN Chairman of the Board, President and Chief Executive Office and Director By: /s/ Celia A. Colbert CELIA A. COLBERT Secretary and Assistant General Counsel (Attorney-in-fact) Pursuant to the requirements of the Securities Act 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date - ---------- ----- ---- * Chairman of the Board, June 30, 1998 - ---------------------------- President and Chief Executive Officer; Raymond V. Gilmartin Principal Executive Officer; Director * Senior Vice President June 30, 1998 - ---------------------------- and Chief Accounting Officer; Judy C. Lewent Principal Financial Officer * Vice President, Controller; June 30, 1998 - ---------------------------- Principal Accounting Officer Peter E. Nugent * Director June 30, 1998 - ---------------------------- H. Brewster Atwater, Jr. * Director June 30, 1998 - ---------------------------- Edward M. Scolnick, M.D. * Director June 30, 1998 - ---------------------------- Lawrence A. Bossidy * Director June 30, 1998 - ---------------------------- William G. Bowen, Ph.D.
7 * Director June 30, 1998 - ---------------------------- Johnnetta B. Cole, Ph.D. * Director June 30, 1998 - ---------------------------- Carolyne K. Davis, Ph.D. * Director June 30, 1998 - ---------------------------- Lloyd C. Elam, M.D. * Director June 30, 1998 - ---------------------------- Charles E. Exley, Jr. * Director June 30, 1998 - ---------------------------- William N. Kelley, M.D. * Director June 30, 1998 - ---------------------------- Samuel O. Thier, M.D. * Director June 30, 1998 - ---------------------------- Dennis Weatherstone
*Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to the Registration Statement, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company. By: /s/ Celia A. Colbert CELIA A. COLBERT Secretary and Assistant General Counsel (Attorney-in-Fact) The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania on June 30, 1998. ASTRA MERCK INC. EMPLOYEE SAVINGS AND SECURITY PLAN By: /s/ Linda E. Robertson Name: Linda E. Robertson Title: Administrative Committee EX-23.1 2 CONSENT OF PRICE WATERHOUSE LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Merck & Co., Inc., of our report dated May 22, 1998, except as to Note 7, which is as of June 19, 1998, appearing on page 2 of the Report of the Astra Merck Inc. Employee Savings and Security Plan on Form 11-K for the fiscal year ended December 31, 1997. /s/ Price Waterhouse LLP Price Waterhouse LLP Philadelphia, PA June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----