-----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, TQL6NNhnm3EPnugoQ/GvBBEPf/6ryzPreQ9JRlXvGt+ezzQGKj8jggZ8YZNxr1E1 G1Yp+Jf4Dmv13GI8VYN6gQ== 0000950123-01-504504.txt : 20010720 0000950123-01-504504.hdr.sgml : 20010720 ACCESSION NUMBER: 0000950123-01-504504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010719 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010719 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03305 FILM NUMBER: 1684712 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 8-K 1 y51641e8-k.txt MERCK & CO., INC. 1 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) JULY 19, 2001 ------------------------------ MERCK & CO., INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) NEW JERSEY - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-3305 22-1109110 - ----------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) ONE MERCK DRIVE, PO BOX 100, WHITEHOUSE STATION, NJ 08889-0100 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908) 423-1000 --------------------------- 2 ITEM 5. OTHER EVENTS Incorporated by reference is a press release issued by the Registrant on July 19, 2001, attached as Exhibit 99, concerning the Registrant's announcement that it has completed its acquisition of Rosetta Inpharmatics, Inc. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS Exhibit 99 Press release issued Filed with July 19, 2001 this document 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. MERCK & CO., Inc. Date: July 19, 2001 By: /S/ DEBRA A. BOLLWAGE ------------------------------ DEBRA A. BOLLWAGE Assistant Secretary 3 EXHIBIT INDEX Exhibit Number Description - ------ ------------ 99 Press release issued July 19, 2001 EX-99 2 y51641ex99.txt PRESS RELEASE 1 Exhibit 99 Press Contact: Gwen Fisher Investor Contact: Laura Jordan (908)423-6154 (908)423-5185 MERCK COMPLETES ACQUISITION OF ROSETTA INPHARMATICS, INC. WHITEHOUSE STATION, N.J., July 19, 2001 - Merck & Co., Inc. (NYSE: MRK) announced today that it has completed its acquisition of Rosetta Inpharmatics, Inc. (NASDAQ: RSTA) in a tax-free reorganization. Each share of Rosetta stock has been converted into 0.2352 shares of Merck stock. The transaction has a net equity value of approximately $540 million. To promote the continued success of Rosetta's highly skilled team, Merck will maintain Rosetta as a wholly owned subsidiary, reporting to Anthony Ford-Hutchinson, Ph.D., executive vice president, worldwide basic research, Merck Research Laboratories (MRL). Stephen Friend, M.D., Ph.D., formerly Rosetta's chairman and chief executive officer, will be joining Merck as president of Rosetta, and vice president, basic research, MRL. Merck will keep Rosetta's existing facilities in Kirkland and Bothell, Wash. The organization will continue to operate under the name Rosetta Inpharmatics, Inc. "We're extremely pleased to have Rosetta now as part of Merck Research Laboratories," said Dr. Ford-Hutchinson. "Rosetta will be a tremendous asset in helping Merck more efficiently analyze gene data to predict how medical compounds will interact with different kinds of cells in the body, therefore potentially allowing Merck scientists to more accurately select drug targets and speed up the development process." ABOUT MERCK - ----------- Merck & Co., Inc. is a leading, research-driven pharmaceutical products and services company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through its joint - more - 2 ventures. Merck-Medco manages pharmacy benefits for employees, insurers and other plan sponsors, encouraging the appropriate use of medicines and providing disease management programs. Through these complementary capabilities, Merck works to improve the quality of life and contain overall health care costs. This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the cautionary statements in Item 1 of our Form 10-K for the year ended Dec. 31, 2000, and in our periodic reports on Form 10-Q and Form 8-K (if any) which we incorporate by reference. # # # -----END PRIVACY-ENHANCED MESSAGE-----