As filed with the Securities and Exchange Commission on August 11, 1995
Registration No. 2-80475
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOECHST MARION ROUSSEL, INC.
(formerly Marion Merrell Dow Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 44-0565557
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9300 Ward Parkway, Kansas City, Missouri 64114
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Address of principal executive offices) (Zip Code)
Marion Merrell Dow Inc. Nonqualified Employee Stock Option Plan
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(Full title of the plan)
William K. Hoskins, 9300 Ward Parkway, Kansas City, MO 64114
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(Name and address of agent for service)
(816) 966-4000
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(Telephone number, including area code, of agent for service)
This document has no Exhibits
Page 1 of 3 Pages
<PAGE> 2
On July 18, 1995, pursuant to an Agreement and Plan of Merger dated
May 3, 1995 (the "Merger Agreement"), by and among Marion Merrell Dow Inc.
(now known as Hoechst Marion Roussel, Inc., the "Registrant"), The Dow
Chemical Company, Hoechst Corporation ("Hoechst"), and H Pharma Acquisition
Corp. (Acquisition"), a wholly owned subsidiary of Hoechst, Acquisition was
merged with and into the Registrant and the Registrant became a wholly
owned subsidiary of Hoechst. Pursuant to the Merger Agreement, on July 18,
1995, each outstanding option (including any related stock appreciation
right) (an "Employee Option") issued, awarded, or granted pursuant to the
Registrant's 1992 Incentive Compensation Plan, 1985 Associate Stock Option
Plan, or Non-Qualified Employee Stock Option Plan (the "Company Plans") to
purchase shares of the common stock, par value $.10 per share, of the
Registrant ("Common Stock") was eliminated by the Registrant and each
holder of an eliminated Employee Option became entitled to receive from the
Registrant, in consideration for the elimination of such Employee Option,
an amount in cash described in the Merger Agreement. Also pursuant to the
Merger Agreement, each share of Common Stock issued and outstanding on July
18, 1995, including shares issued under the Registrant's 1992 Incentive
Compensation Plan or held for the benefit of participants in the Marion
Merrell Dow Inc. Savings Plan (the "Savings Plan") was converted into the
right to receive an amount in cash described in the Merger Agreement. As a
result of the consummation on July 18, 1995, of the transactions provided
for in the Merger Agreement, the offering of securities under this
registration was terminated and the Registrant is no longer subject to the
reporting requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended. The Registrant has no plans to offer or sell any
shares of Common Stock or to issue, award, or grant any Employee Options or
other stock-based awards pursuant to any of the Company Plans, the Savings
Plan, or otherwise.
The registrant hereby removes from registration by means of this post-
effective amendment all of the securities registered in this registration
statement that remained unsold at and as of the termination of the offering
on July 18, 1995.
<PAGE> 3
SIGNATURES
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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 post-effective amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Kansas City, State of Missouri, on August 11, 1995.
HOECHST MARION ROUSSEL, INC.
(formerly Marion Merrell Dow Inc.)
By: /s/ Fred W. Lyons, Jr.
Fred W. Lyons, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ------ -----
/s/ Fred W. Lyons, Jr. Chairman and Chief Executive August 11, 1995
- ---------------------- Officer and Director
Fred W. Lyons, Jr. (principal executive officer)
/s/ Richard J. Markham President and Chief Operating August 11, 1995
- ---------------------- Officer and Director
Richard J. Markham
/s/ Frank L. Douglas Executive Vice President, August 11, 1995
- -------------------- Research and Development
Frank L. Douglas, Ph.D., M.D. and Director
/s/ Edward W. Mehrer Executive Vice President, August 11, 1995
- -------------------- Chief Financial and
Edward W. Mehrer Administrative Officer
and Director (principal
financial officer)
/s/ Peter W. Ladell President, Hoechst Marion August 11, 1995
- ------------------- Roussel North America
Peter W. Ladell and Director
/s/ Joseph G. Temple, Jr. Vice Chairman of the August 11, 1995
- ------------------------- Board and Director
Joseph G. Temple, Jr.
/s/ Robert W. Lafferty Vice President, Treasurer, August 11, 1995
- ---------------------- and Controller (principal
Robert W. Lafferty accounting officer)
