-----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, JR6pg5SXOjvd5oXB3ljpVi6MhO/5+mkovqedUODWcwoodA4fzGtcgCk7FnWTisj3 FcJI3NZ5989Fx30MmMnqWQ== 0000950123-03-009019.txt : 20030807 0000950123-03-009019.hdr.sgml : 20030807 20030806162100 ACCESSION NUMBER: 0000950123-03-009019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 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: 03826449 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 y89029e8vk.txt MERCK & CO., INC. 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 ------------------ 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 99.1 Notice to Executive Officers of Merck & Co., Inc. Filed with concerning a blackout period under certain this document Company benefit plans Exhibit 99.2 Notice to Directors of Merck & Co., Inc. Filed with concerning a blackout period under certain this document Company benefit plans
Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. - ---------------------------------------------------------------------------- On August 4, 2003, in connection with the spin-off (the "Spin-off") of Medco Health Solutions, Inc. ("Medco Health Solutions"), the Board of Directors of Merck & Co., Inc. (the "Company") declared a dividend of shares of Medco Health Solutions to the shareholders of the Company. The distribution date for the dividend, and the date of the Spin-off, will be August 19, 2003. On August 6, 2003, the Company sent notices to its executive officers and directors notifying them that in connection with the Spin-off there would be a "blackout" period under the Company's stock option plans, savings plans and deferral program. The notices to the executive officers and directors are filed as Exhibits to this Form 8-K. The Company received the notice pursuant to section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on August 5, 2003. 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 6, 2003 By: /s/ Nancy V. Van Allen ----------------------------------- NANCY V. VAN ALLEN Senior Assistant Secretary EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Notice to Executive Officers of Merck & Co., Inc. concerning a blackout period under certain Company benefit plans 99.2 Notice to Directors of Merck & Co., Inc. concerning a blackout period under certain Company benefit plans
EX-99.1 3 y89029exv99w1.txt NOTICE TO EXECUTIVE OFFICERS RE: BLACKOUT PERIOD Exhibit 99.1 Merck & Co., Inc. One Merck Drive Whitehouse Station, NJ 08889 - -------------------------------------------------------------------------------- TO: OFFICERS SUBJECT TO SECTION 16 DATE: 08/06/03 FROM: CELIA A. COLBERT SUBJECT: BLACKOUT PERIOD DURING MEDCO HEALTH SPIN-OFF As you may be aware, yesterday the Company announced that on August 19, 2003, the common stock of Medco Health Solutions, Inc. will be distributed to Merck stockholders of record as of August 12, 2003. In connection with the distribution, there will be brief "blackout" periods during which plan participants in the Company's stock option plans, savings plans and deferral program will not be able to engage in activities involving Merck common stock. These blackout periods are necessary in order to allow plan recordkeepers to make spin-off-related adjustments. Pursuant to the Sarbanes-Oxley Act, during a blackout period that affects employee savings or deferral plans, Section 16 officers and directors of the Company are prohibited from trading Merck common stock acquired through Company plans. Although Company policy restricts your trading activity to the "window periods" that follow quarterly earnings announcements -- and the blackout periods will fall outside a trading window -- we are nevertheless obligated under the Sarbanes-Oxley Act to provide you with this notice, which contains specific information regarding the blackout period. In addition, this notice will be filed with the Securities and Exchange Commission as part of a Form 8-K. We expect the following blackout periods to occur with respect to the employee plans: SAVINGS PLANS BLACKOUT PERIOD THE SAVINGS PLANS BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 18, 2003 AND WILL END SOMETIME ON AUGUST 22, 2003. Up-to-date information about the blackout period will be available through Fidelity Investments (by phone at 1-800-66-MERCK or online at http://www.netbenefits.com) and from Merck Employee Services (by phone at 1-800-255-5794 (toll-free)). If you participate in a Merck Savings Plan, during the blackout period you will be unable to make any changes or request any transactions related to the Merck Common Stock Fund and the new Medco Health Common Stock Fund. However, you will continue to be able to do the following: - - Make investment changes for future contributions and/or existing balance transfers/exchanges to all funds, except the Merck Common Stock Fund and the new Medco Health Common Stock Fund. - - Request loans on available balances, except those in the Merck Common Stock Fund and the new Medco Health Common Stock Fund. Balances in these Funds will not be available for loan requests and will not be considered in determining permitted loan amounts. - - Request withdrawals or distributions on available balances, except those in the Merck Common Stock Fund and the new Medco Health Common Stock Fund. Balances in these Funds will not be available for withdrawal or distribution requests and will not be considered in determining permitted withdrawal or distribution amounts. - - Perform balance inquiries -- however, balances in the Merck Common Stock Fund will be shown as of 4 p.m. ET (market close) on August 18, 2003 and balances in the Medco Health Common Stock Fund will not be available. EMPLOYEE DEFERRAL PROGRAM BLACKOUT PERIOD THE DEFERRAL PROGRAM BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 18, 2003 AND WILL END SOMETIME ON AUGUST 22, 2003. Up-to-date information about the blackout period will be available through Fidelity Investments (by phone at 1-800-792-2363 (toll-free)). During the Deferral Program blackout period, you will be unable to request transfers of amounts credited to Merck common stock that would otherwise be available to you under the terms of the Deferral Program (if you were able to trade in Merck stock). If you participate in the Deferral Program, during this blackout period you will be unable to request any transactions related to the Merck common stock account. However, you will continue to be able to do the following: - - Make investment changes for existing balance transfers/exchanges to all investments, except Merck common stock. - - Perform balance inquiries -- however, balances in the Merck common stock account will be shown as of 4 p.m. ET (market close) on August 18, 2003. STOCK OPTION PLANS BLACKOUT PERIOD THE STOCK OPTION PLANS BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 15, 2003 AND IS EXPECTED TO END AT 8 A.M. ON AUGUST 26, 2003. Up-to-date information about the blackout period will be available through Merrill Lynch (by phone at 609-243-7977 or 1-800-477-6972 (toll-free) or online at http://www.bol.ml.com). During the stock option plans blackout period, you will be unable to exercise any stock options, even through the cash purchase method (i.e., where no shares are sold to cover the exercise price or any associated withholding taxes). Up until the blackout period begins at 4 p.m. ET (market close) on August 15, 2003: - - Stock option exercises will be processed normally. 2 - - Shares resulting from cash purchase stock option exercises that are still held at 4 p.m. ET (market close) on August 15, 2003 will be eligible to receive the pro rata distribution of Medco Health shares. During the blackout period: - - No stock options will be exercised during this period. - - Merrill Lynch will automatically cancel all unexecuted limit orders and send cancellation notices, as appropriate. (New limit orders may be requested after the blackout period ends.) - - Merrill Lynch Participant Services Representatives will be available to answer questions by phone (609-243-7977 or 1-800-477-6972 (toll-free)). CONTACT INFORMATION If you have any questions about the blackout periods, please feel free to call me (908-423-6152), Ken Frazier (908-423-5259) or Mary Ellen Koscs-Fleming (908-423-7759). You may contact each of us at the above address. Thank you. /s/ Celia A. Colbert ----------------------------- Celia A. Colbert Vice President, Secretary and Assistant General Counsel cc: Jon Filderman Mary Ellen Koscs-Fleming Nancy Van Allen 3 EX-99.2 4 y89029exv99w2.txt NOTICE TO DIRECTORS RE: BLACKOUT PERIOD Celia A. Colbert Exhibit 99.2 Merck & Co., Inc. One Merck Drive Whitehouse Station, NJ 08889 908-423-6152 August 6, 2003 TO: MERCK BOARD OF DIRECTORS SUBJECT: BLACKOUT PERIOD DURING MEDCO HEALTH SPIN-OFF As you may be aware, yesterday the Company announced that on August 19, 2003, the common stock of Medco Health Solutions, Inc. will be distributed to Merck stockholders of record as of August 12, 2003. In connection with the distribution, there will be brief "blackout" periods during which plan participants in the Company's stock option plans, savings plans and deferral program will not be able to engage in activities involving Merck common stock. These blackout periods are necessary in order to allow plan recordkeepers to make spin-off-related adjustments. Pursuant to the Sarbanes-Oxley Act, during a blackout period that affects employee savings or deferral plans, Section 16 officers and directors of the Company are prohibited from trading Merck common stock acquired through Company plans. Although Company policy restricts your trading activity to the "window periods" that follow quarterly earnings announcements -- and the blackout periods will fall outside a trading window -- we are nevertheless obligated under the Sarbanes-Oxley Act to provide you with this notice, which contains specific information regarding the blackout period. In addition, this notice will be filed with the Securities and Exchange Commission as part of a Form 8-K. We expect the following blackout periods to occur with respect to the employee plans: SAVINGS PLANS BLACKOUT PERIOD THE SAVINGS PLANS BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 18, 2003 AND WILL END SOMETIME ON AUGUST 22, 2003. Up-to-date information about the blackout period will be available through Fidelity Investments (by phone at 1-800-66-MERCK or online at http://www.netbenefits.com), or from Merck Employee Services (by phone at 1-800-255-5794 (toll-free)). EMPLOYEE DEFERRAL PROGRAM BLACKOUT PERIOD THE EMPLOYEE DEFERRAL PROGRAM BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 18, 2003 AND WILL END SOMETIME ON AUGUST 22, 2003. Up-to-date information about the blackout period will be available through Fidelity Investments (by phone at 1-800-792-2363 (toll-free)). In addition, we also expect the following blackout periods to occur with respect to the stock option plans and the Directors Deferral Plan: STOCK OPTION PLANS BLACKOUT PERIOD (EMPLOYEE AND DIRECTOR PLANS) THE STOCK OPTION PLANS BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 15, 2003, AND IS EXPECTED TO CONTINUE UNTIL 8 A.M. ET ON AUGUST 26, 2003. You may obtain up-to-date information about the blackout period from Merrill Lynch (by phone at 609-243-7977 or 1-800-477-6972 (toll-free) or online at http://www.bol.ml.com). During the stock option plans blackout period, you will be unable to exercise any stock options, even through the cash purchase method (i.e., where no shares are sold to cover the exercise price or any associated taxes). Up until the blackout period begins at 4 p.m. ET (market close) on August 15, 2003: - - Stock option exercises will be processed normally. - - Shares resulting from cash purchase stock option exercises that are still held at 4 p.m. ET (market close) on August 15, 2003 will be eligible to receive the pro rata distribution of Medco Health shares. During the blackout period: - - No stock options will be exercised during this period. - - Merrill Lynch will automatically cancel all unexecuted limit orders and send cancellation notices, as appropriate. (New limit orders may be requested after the blackout period ends.) - - Merrill Lynch representatives will be available to answer questions by phone (609-243-7977 or 1-800-477-6972 (toll-free)). DIRECTORS DEFERRAL PLAN BLACKOUT PERIOD THE DIRECTORS DEFERRAL PLAN BLACKOUT PERIOD WILL BEGIN AT 4 P.M. ET (MARKET CLOSE) ON AUGUST 18, 2003 AND WILL END SOMETIME ON AUGUST 22, 2003. You may obtain up-to-date information about the blackout period from Fidelity Investments (by phone at 1-800-792-2363 (toll-free)). During this blackout period, no transactions related to the Merck common stock account will occur, including crediting of deferred retainer and meeting fees, if any. These fees will be credited on the first business day immediately after the blackout ends. During the blackout, you will be able to do the following: 2 - - Make investment changes for existing balance transfers/exchanges to all other investments. - - Perform balance inquiries -- however, balances in the Merck common stock account will be shown as of 4 p.m. ET (market close) on August 18, 2003. CONTACT INFORMATION If you have any questions about the blackout periods, please feel free to call me, Ken Frazier (908-423-5259) or Nancy Van Allen (908-423-4044). You may contact each of us at the above address. Thank you. /s/ Celia A. Colbert -------------------------------- Celia A. Colbert Vice President, Secretary and Assistant General Counsel cc: Kenneth C. Frazier Jon Filderman Mary Ellen Koscs-Fleming Nancy Van Allen 3 -----END PRIVACY-ENHANCED MESSAGE-----