-----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, PdBpwu2o1Pyz46g7ZCQ9UXv0XszfXldyRUr6oFDN+52ZIfxDBVkbarfRqeLFHi2z PaZYg5gjTn3G66f3azlTZA== 0001209191-09-051143.txt : 20091104 0001209191-09-051143.hdr.sgml : 20091104 20091104215005 ACCESSION NUMBER: 0001209191-09-051143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091103 FILED AS OF DATE: 20091104 DATE AS OF CHANGE: 20091104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLARK RICHARD T CENTRAL INDEX KEY: 0001181282 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 091159312 MAIL ADDRESS: STREET 1: MERCK & CO INC STREET 2: ONE MERCK DRIVE PO BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK SHARP & DOHME CORP. CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084231688 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 FORMER COMPANY: FORMER CONFORMED NAME: MERCK & CO INC DATE OF NAME CHANGE: 19920703 4 1 c91986_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-11-03 1 0000064978 MERCK SHARP & DOHME CORP. MRK 0001181282 CLARK RICHARD T ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889-0100 1 1 0 0 Chairman, President and CEO Common Stock 2009-11-03 4 D 0 96491.9495 0 D 0 D Common Stock - 401(k) Plan 2009-11-03 4 J 0 3101.6151 0 D 0 I By 401(k) Phantom Stock 2009-11-03 4 D 0 54513.2200 0 D Common Stock 54513.2200 0 D Restricted Stock Unit 2009-11-03 4 D 0 60000.0000 0 D 2010-03-02 2010-03-02 Common Stock 60000.0000 0 D Restricted Stock Unit 2009-11-03 4 D 0 61500.0000 0 D 2011-02-28 2011-02-28 Common Stock 61500.0000 0 D Restricted Stock Unit 2009-11-03 4 D 0 73250.0000 0 D 2012-04-24 2012-04-24 Common Stock 73250.0000 0 D Stock Option (right to buy) 58.9105 2009-11-03 4 D 0 105499.0000 0 D 2003-03-01 2012-02-29 Common Stock 105499.0000 0 D Stock Option (right to buy) 49.9626 2009-11-03 4 D 0 105499.0000 0 D 2004-02-28 2013-02-27 Common Stock 105499.0000 0 D Stock Option (right to buy) 62.0859 2009-11-03 4 D 0 89674.0000 0 D 2005-02-22 2010-02-21 Common Stock 89674.0000 0 D Stock Option (right to buy) 48.2400 2009-11-03 4 D 0 51250.0000 0 D 2005-02-27 2014-02-26 Common Stock 51250.0000 0 D Stock Option (right to buy) 31.8400 2009-11-03 4 D 0 42500.0000 0 D 2006-02-25 2015-02-24 Common Stock 42500.0000 0 D Stock Option (right to buy) 75.7638 2009-11-03 4 D 0 89674.0000 0 D 2006-03-02 2011-03-01 Common Stock 89674.0000 0 D Stock Option (right to buy) 34.7000 2009-11-03 4 D 0 125000.0000 0 D 2006-05-05 2015-05-04 Common Stock 125000.0000 0 D Stock Option (right to buy) 35.0900 2009-11-03 4 D 0 240000.0000 0 D 2007-03-03 2016-03-02 Common Stock 240000.0000 0 D Stock Option (right to buy) 44.1900 2009-11-03 4 D 0 320000.0000 0 D 2008-03-02 2017-03-01 Common Stock 320000.0000 0 D Stock Option (right to buy) 44.3000 2009-11-03 4 D 0 615000.0000 0 D 2009-02-28 2018-02-28 Common Stock 615000.0000 0 D Stock Option (right to buy) 23.4500 2009-11-03 4 D 0 732500.0000 0 D 2010-04-24 2019-04-23 Common Stock 732500.0000 0 D Disposed of upon the completion of and pursuant to the transactions contemplated by the Agreement and Plan of Merger with, inter alia, Schering-Plough Corporation (the "Transactions") under which Schering-Plough Corporation (renamed as Merck & Co., Inc.) survives (the "Surviving Corporation") and becomes the sole shareholder of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) ("Old Merck"). Such shares of Old Merck common stock are being exchanged pursuant to the Transactions for an equilavent amount of whole and fractional shares of Surviving Corporation common stock. On the effective date of the Transactions, the closing price of Old Merck common stock was $30.67 per share and the closing price of Schering-Plough Corporation common stock was $28.15 per share. Shares of Old Merck common stock acquired under the 401(k) plan will be exchanged for an equivalent number of shares of Surviving Corporation common stock as part of the Transactions. Each share of phantom stock is the economic equivalent of one share of Old Merck common stock, and was granted under the Merck Deferral Program. The Merck Deferral Program will be continued after the Transactions and each share of phantom stock will have the economic equivalent of one share of Surviving Corporation Common Stock. Each restricted stock unit represents a contingent right to receive one share of Old Merck common stock and was (i) assumed by the Surviving Corporation in the Transactions and (ii) converted into a restricted stock unit representing a contingent right to receive one share of Surviving Corporation Common Stock on the same vesting schedule as applied prior to the Transactions. This option to purchase shares of Old Merck common stock, which vesting in three equal annual installments beginning one year from date of grant, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equilavent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions. This option to purchase shares of Old Merck common stock, which vesting on the exercisable date, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equilavent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions. /s/ Debra A. Bollwage as Attorney-in-Fact for Richard T. Clark 2009-11-04 -----END PRIVACY-ENHANCED MESSAGE-----