-----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, TTEMC4+lMYSEfSOvFA9w7oyGjBAE2Dlxi9FYql8l6WlXuZHye4i4ONt+dEA01Dd+ qaxVpeVCfbPScW60LML6PA== 0000950123-03-009692.txt : 20030822 0000950123-03-009692.hdr.sgml : 20030822 20030822113918 ACCESSION NUMBER: 0000950123-03-009692 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030822 EFFECTIVENESS DATE: 20030822 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: 1933 Act SEC FILE NUMBER: 333-52264 FILM NUMBER: 03861670 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 y89533sv8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2003 REGISTRATION NO. 333-52264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 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 of Incorporation) (I.R.S. Employer Identification Number)
P.O. BOX 100 ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889-0100 (Address of Principal Executive Offices) MEDCO HEALTH SOLUTIONS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN (FORMERLY MERCK-MEDCO MANAGED CARE, L.L.C. 2001 EMPLOYEE STOCK PURCHASE PLAN) (Full Title of the Plan) CELIA A. COLBERT, ESQ. VICE PRESIDENT, SECRETARY AND ASSISTANT GENERAL COUNSEL MERCK & CO., INC. P.O. BOX 100 ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889-0100 (908) 423-1000 (Name, Address and Telephone Number of Agent for Service) RECENT EVENTS: DEREGISTRATION This Post-Effective Amendment relates to 800,000 shares of common stock, par value $0.01 per share, of Merck & Co., Inc. ("Merck") and an indeterminate amount of plan interests, registered by Merck pursuant to the Merck-Medco Managed Care, L.L.C. 2001 Employee Stock Purchase Plan (the "Plan") on a Registration Statement on Form S-8 (registration number 333-52264) (the "Registration Statement") filed with the Securities and Exchange Commission on December 20, 2000. The name of the Plan was changed to the Medco Health Solutions, Inc. 2001 Employee Stock Purchase Plan on May 15, 2003. On June 27, 2003, the Plan was terminated, and, as a result of the termination of the Plan, all offerings of common stock pursuant to the Registration Statement have terminated. As of the date of termination of the Plan, 186,472.2132 shares of common stock and related plan interests remained unsold under the Plan. Merck is filing this Post-Effective Amendment to remove (and hereby does remove) from registration all of the common stock and plan interests registered on the Registration Statement that remain unsold. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Merck certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Whitehouse Station, State of New Jersey, on the 22nd day of August, 2003. MERCK & CO., INC. By: * --------------------------------- Raymond V. Gilmartin Chairman of the Board, President and Chief Executive Officer By: /s/ Celia A. Colbert --------------------------------- Celia A. Colbert Vice President, Secretary and Assistant General Counsel (Attorney-in-Fact) - --------------------- * Celia A. Colbert, pursuant to powers of attorney duly executed and included in the Registration Statement, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on behalf of such person on the date stated. 2 Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman, President and August 22, 2003 - ----------------------------- Chief Executive Officer; Raymond V. Gilmartin Principal Executive Officer; Director * Executive Vice President August 22, 2003 - ----------------------------- and Chief Financial Judy C. Lewent Officer; President, Human Health Asia; Principal Financial Officer * Vice President, August 22, 2003 - ----------------------------- Controller; Principal Richard C. Henriques, Jr. Accounting Officer * Director August 22, 2003 - ----------------------------- Lawrence A. Bossidy * Director August 22, 2003 - ----------------------------- William G. Bowen - ----------------------------- Director Johnnetta B. Cole - ----------------------------- Director William M. Daley * Director August 22, 2003 - ----------------------------- William B. Harrison, Jr. * Director August 22, 2003 - ----------------------------- William N. Kelley * Director August 22, 2003 - ----------------------------- Heidi G. Miller
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SIGNATURE TITLE DATE --------- ----- ---- - ----------------------------- Director Thomas E. Shenk * Director August 22, 2003 - ----------------------------- Anne M. Tatlock * Director August 22, 2003 - ----------------------------- Samuel O. Thier
- --------------------- * Celia A. Colbert, pursuant to powers of attorney duly executed and included in the Registration Statement, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 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 Merck. By: /s/ Celia A. Colbert ------------------------------ Celia A. Colbert Vice President, Secretary and Assistant General Counsel (Attorney-in-Fact) 4 The Plan Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Post-Effective Amendment No. 1 to be signed on the Plan's behalf by the undersigned, thereunto duly authorized, in Franklin Lakes, State of New Jersey, on the 21st day of August, 2003. By: /s/ Karin Princivalle -------------------------------------- Karin Princivalle Senior Vice President, Human Resources Medco Health Solutions, Inc. 5 -----END PRIVACY-ENHANCED MESSAGE-----