-----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, M+r/xZaSoKZQ/BJW0zvuf0tVzB9lmrz82DpxPRr/ch/9KJNwPdc0WZW46bmfSDLY M2Y0jo//fL3zvYGotDxepw== 0000950123-02-007836.txt : 20020813 0000950123-02-007836.hdr.sgml : 20020813 20020813141629 ACCESSION NUMBER: 0000950123-02-007836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020813 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: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 02729097 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 y62862e8vk.txt CURRENT REPORT ON FORM 8-K: MERCK & CO., INC. 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 13, 2002 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
Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99(a) Statement Under Oath of Raymond V. Gilmartin, Filed with Principal Executive Officer, Regarding Facts and this document Circumstances Relating to Exchange Act Filings dated August 13, 2002 Exhibit 99(b) Statement Under Oath of Judy C. Lewent, Filed with Principal Financial Officer, Regarding Facts and this document Circumstances Relating to Exchange Act Filings dated August 13, 2002 Exhibit 99(c) Certification of Raymond V. Gilmartin, Filed with Chief Executive Officer, Pursuant to 18 U.S.C. this document Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 99(d) Certification of Judy C. Lewent, Chief Filed with Financial Officer, Pursuant to 18 U.S.C. this document Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Item 9. Regulation FD Disclosure On August 13, 2002, the Registrant submitted Statements under Oath of its Principal Executive Officer and Principal Financial Officer to the Securities and Exchange Commission (the "Commission"), in accordance with the Commission's June 27, 2002 Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). The Sworn Statements are attached hereto as Exhibit 99(a) and Exhibit 99(b), respectively, and are incorporated herein by reference. On August 13, 2002, the Registrant submitted to the Commission the certifications by its chief executive and chief financial officers pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Registrant's report on Form 10-Q for the quarter ended June 30, 2002, filed on August 13, 2002. The certifications are attached hereto as Exhibit 99(c) and Exhibit 99(d), and are incorporated herein by reference. -2- 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: August 13, 2002 By: /s/ Debra A. Bollwage --------------------------------- DEBRA A. BOLLWAGE Assistant Secretary - 3 - EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99(a) Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 13, 2002 99(b) Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 13, 2002 99(c) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99(d) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-99.A 3 y62862exv99wa.txt STATEMENT OF PRINCIPAL EXECUTIVE OFFICER Exhibit 99(a) STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Raymond V. Gilmartin, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Merck & Co., Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 as filed with the Securities and Exchange Commission on March 21, 2002 of Merck & Co., Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Merck & Co., Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Raymond V. Gilmartin Subscribed and sworn to - ------------------------------------------ Raymond V. Gilmartin before me this 13th day of Chairman, President and Chief Executive August 2002. Officer /s/ Lola Sybil Koniuszy --------------------------------------- August 13, 2002 Notary Public My Commission Expires: February 3, 2003
EX-99.B 4 y62862exv99wb.txt STATEMENT OF PRINCIPAL FINANCIAL OFFICER Exhibit 99(b) STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Judy C. Lewent, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Merck & Co., Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 as filed with the Securities and Exchange Commission on March 21, 2002 of Merck & Co., Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Merck & Co., Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Judy C. Lewent Subscribed and sworn to - ------------------------------------- Judy C. Lewent before me this 13th day of Executive Vice President and Chief August 2002. Financial Officer /s/ Lola Sybil Koniuszy ---------------------------------------- August 13, 2002 Notary Public My Commission Expires: February 3, 2003
EX-99.C 5 y62862exv99wc.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER Exhibit 99(c) CERTIFICATION Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Merck & Co., Inc. (the "Company"), hereby certifies that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 13, 2002 /s/ Raymond V. Gilmartin ----------------------------------- Name: Raymond V. Gilmartin Title: Chairman, President and Chief Executive Officer .. EX-99.D 6 y62862exv99wd.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER Exhibit 99(d) CERTIFICATION Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Merck & Co., Inc. (the "Company"), hereby certifies that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 13, 2002 /s/ Judy C. Lewent --------------------------------------- Name: Judy C. Lewent Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----