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