-----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, VpqD/peweT1x4IljfRWSpv9OQ9RwzyGVG8Puht+mSjUVErKR/dCq5ano+1gmOWdM qh21tyMzkMS28kp6445Kqg== 0000950123-97-002175.txt : 19970317 0000950123-97-002175.hdr.sgml : 19970317 ACCESSION NUMBER: 0000950123-97-002175 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970314 EFFECTIVENESS DATE: 19970314 SROS: NYSE 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: 033-51235 FILM NUMBER: 97556525 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 POSTEFFECTIVE AMENDMENT #2 TO FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 14, 1997 REGISTRATION NO. 33-51235 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ----------------------- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ----------------------- MERCK & CO., INC. (Exact name of issuer as specified in its charter) P.O. Box 100 One Merck Drive Whitehouse Station, New Jersey 08889 (908) 423-1000 (Address of Principal Executive Offices) NEW JERSEY (State of Incorporation) 22-1109110 (I.R.S. Employer Identification No.) BASE SALARY DEFERRAL PLAN USHH INCENTIVE PLAN EXECUTIVE INCENTIVE PLAN MERCK ANNUAL INCENTIVE PLAN KELCO DIVISION ANNUAL INCENTIVE PLAN KELCO DIVISION LONG-TERM INCENTIVE PLAN CALGON VESTAL LABORATORIES ANNUAL INCENTIVE PLAN CALGON VESTAL LABORATORIES LONG-TERM INCENTIVE PLAN CALGON WATER MANAGEMENT DIVISION ANNUAL INCENTIVE PLAN (Full title of the plans) CELIA A. COLBERT SECRETARY AND ASSISTANT GENERAL COUNSEL MERCK & CO. INC. P.O. BOX 100 ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889 (908) 423-1000 (Name, address and telephone number of agent for service) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS EXHIBIT DESCRIPTION METHOD OF FILING - -------------------------------------------------------------------------------- 24.2 Power of Attorney and Filed with this Registration Certified Resolution of Statement Board of Directors - -------------------------------------------------------------------------------- 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of December, 1996. MERCK & CO., INC. By: * ------------------------------- Raymond V. Gilmartin (Chairman of the Board, President and Chief Executive Officer) By /s/ Celia A. Colbert ------------------------------- Celia A. Colbert (Secretary and Assistant General Counsel) (Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date - ---------- ----- ---- * - ---------------------- Raymond V. Gilmartin Chairman of the Board, President and Chief December 17, 1996 Executive Officer; Principal Executive Officer; Director
3 4 * - --------------------------- Judy C. Lewent Senior Vice President and Chief Financial December 17, 1996 Officer; Principal Financial Officer * - --------------------------- Peter E. Nugent Vice President, Controller; Principal December 17, 1996 Accounting Officer * - --------------------------- H. Brewster Atwater, Jr. Director December 17, 1996 * - --------------------------- Derek Birkin Director December 17, 1996 * - --------------------------- Lawrence A. Bossidy Director December 17, 1996 * - --------------------------- William G. Bowen Director December 17, 1996 * - --------------------------- Carolyne K. Davis Director December 17, 1996 * - --------------------------- Lloyd C. Elam Director December 17, 1996 * - --------------------------- Charles E. Exley, Jr. Director December 17, 1996 * - --------------------------- William N. Kelley Director December 17, 1996 * - --------------------------- Samuel O. Thier Director December 17, 1996 * - --------------------------- Dennis Weatherstone Director December 17, 1996
* Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange 4 5 Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company. By: /s/ Celia A. Colbert ------------------------- Celia A. Colbert (Secretary and Assistant General Counsel) (Attorney-in-Fact) The Plan. Pursuant to the requirements of the Securities Act of 1933, the Base Salary Deferral Plan has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, as of the 17th day of December, 1996. BASE SALARY DEFERRAL PLAN By: /s/ H. Brewster Atwater, Jr. ---------------------------- H. Brewster Atwater, Jr. Member of the Plan Committee 5 6 EXHIBIT INDEX
- ----------------------------- ------------------------------------------- --------------------------------------- EXHIBIT NUMBER DESCRIPTION METHOD OF FILING - ----------------------------- ------------------------------------------- --------------------------------------- 24.2 Power of Attorney and Certified Filed with this Registration Statement. Resolution of Board of Directors - -----------------------------------------------------------------------------------------------------------------
6 EX-24.2 2 P.O.A. AND RESOLUTION OF BOARD OF DIRECTORS 1 EXHIBIT 24.2 POWER OF ATTORNEY Each of the undersigned does hereby appoint CELIA A. COLBERT and MARY M. McDONALD, and each of them severally, to be his or her true and lawful attorney or attorneys to execute on behalf of the undersigned (whether on behalf of Merck & Co., Inc., or as an officer or director thereof, or by attesting the seal of the Company, or otherwise) any Registration Statements in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Merck & Co., Inc. which may be issued pursuant to the plans and the plan interests covered by this Registration Statement, including amendments thereto and all other documents in connection therewith. IN WITNESS WHEREOF, this instrument has been duly executed as of the 17th day of December, 1996. MERCK & CO., INC. By /s/ Raymond V. Gilmartin -------------------------------------- Raymond V. Gilmartin Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer; Director) /s/ Judy C. Lewent Senior Vice President and Chief Financial Officer ---------------------- Judy C. Lewent (Principal Financial Officer) /s/ Peter E. Nugent Vice President, Controller ---------------------- Peter E. Nugent (Principal Accounting Officer) DIRECTORS /s/ H. Brewster Atwater, Jr. /s/ Lloyd C. Elam ------------------------------ --------------------- H. Brewster Atwater, Jr. Lloyd C. Elam 7 2 /s/ Derek Birkin /s/ Charles E. Exley, Jr. ------------------------- ------------------------- Derek Birkin Charles E. Exley, Jr. /s/ Lawrence A. Bossidy /s/ William N. Kelley ------------------------- ------------------------- Lawrence A. Bossidy William N. Kelley /s/ William G. Bowen /s/ Samuel O. Thier ------------------------- ------------------------- William G. Bowen Samuel O. Thier /s/ Carolyne K. Davis /s/ Dennis Weatherstone ------------------------- ------------------------- Carolyne K. Davis Dennis Weatherstone 8 3 CERTIFIED RESOLUTION OF BOARD OF DIRECTORS I, Dolores O. Rosinski, Senior Assistant Secretary of Merck & Co., Inc., a Corporation duly organized and existing under the laws of the State of New Jersey, do hereby certify that the following is a true copy of a resolution adopted on December 17, 1996, at a meeting of the Directors of said Corporation held in the City of New York, State of New York, duly called in accordance with the provisions of the By-Laws of said Corporation, and at which a quorum of Directors was present: RESOLVED, that the proper officers of Merck & Co., Inc. (the "Company") are hereby authorized and directed on behalf of the Company to prepare, execute and file with the Securities and Exchange Commission (the "SEC") Registration Statements and any and all amendments thereto, and any and all exhibits and other documents relating thereto or required by law or regulation in connection therewith, for the registration under the Securities Act of 1933 of the shares of Common Stock of the Company and the plan interests which may be purchased under the Base Salary Deferral Plan and the incentive plans covered by Registration Statement No. 33-51235 (the "Plans"); RESOLVED, that Celia A. Colbert is hereby appointed and designated the person duly authorized to receive communication and notices from the SEC with respect to such Registration Statements or any amendments thereto and as agent for service of process; RESOLVED, that each officer, director or employee of the Company who may be required to execute such Registration Statements or any amendments thereto (whether on behalf of the Company, or as an officer or director thereof, or by attesting the seal of the Company, or on behalf of the Plans, or otherwise), is hereby authorized to execute a power of attorney appointing Celia A. Colbert and Mary M. McDonald, and each of them severally, his or her true and lawful attorney or attorneys to execute in his or her name, place and stead (in any such capacity) such Registration Statements and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the SEC, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform in the name and on behalf of each of said officers, directors and employees, or any of them, as the case may be, every act whatsoever necessary or advisable to be done in 9 4 the premises as fully and to all intents and purposes as any such officer, director or employee might or could do in person; RESOLVED, that the proper officers of the Company are hereby authorized and directed to arrange with the New York Stock Exchange and the Philadelphia Stock Exchange for the listing of the additional shares of the Common Stock of the Company to be issued in connection with the Plans; and RESOLVED, that the proper officers of the Company, with the advice of counsel, are hereby authorized to take any action and to execute and deliver any letters, documents, agreements or other instruments as they deem necessary, appropriate or desirable to carry out the purposes and intents of this Special Resolution. IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed the seal of the Corporation this 17th day of December, 1996. [Corporate Seal] /s/ Dolores O. Rosinski ----------------------------- Senior Assistant Secretary 10 -----END PRIVACY-ENHANCED MESSAGE-----